2-207 Chart
2-207 Chart
Was there an exchange of written offer and acceptance or a written confirmation of a prior oral agreement?
NO YES
Does the acceptance/confirmation state terms that differ from or add to the offer/prior agreement?
NO
2-207(1) = contract
YES
Is acceptance of the offer expressly conditional on the offeror's assent to additional or different terms?
NO NO
Contract consists of agreed terms
2-207(1) = contract
YES
2-207(3) = contract
YES
2-207(1) = counter-offer
2-207(3) = no contract
(1) agreed terms are included (2) different terms are "knocked out"
NO
Are both parties merchants?
Does the conduct of the parties "recognize the existence of an agreement"?
YES
Contract consists of agreed terms
NO
(3) additional terms are merely proposals to modifiy
YES
(3) additional terms are included unless (a) the offer was expressly limited to its terms (b) the additional term materially alters the contract (c) the offeror gives notice of its objection