U.C.C. § 2-207: Battle of the Forms Flow Chart / Approach Always start by asking whether the fact pattern shows that both Offer and Acceptance contains (1) the Same Terms, OR (2) Additional or Different Terms. If Same-Terms exist in both the Offer and the Acceptance, then a contract is created on the terms of the Offer and the Acceptance No UCC § 2-207 issue exists A definite and seasonable expression of acceptance WAS given Acceptance NOT.conditional on assent to additional terms Acceptance conditional on assent to additionalldifferent terms Additional or Different Terms exist between the Offer and the Acceptance, then a UCC 2-207 issue exists and there are two scenarios A definite and seasonable expression of acceptance was NOT given (e. if offeree didn't clearly accept) Test Contract is created under UCC 2-207(1). The additional differing terms will be considered by the following: If so acceptance operates as a counteroffer If the other party does not expressly & unequivocally accept, then a contract may still be formed by conduct under UCC 2-207(3) Does parties conduct indicate existence of contract? If so, 207-7(3) applies NO USC 207-7(1) BUT a contract might still be created by conduct FOR MERCHANTS Aditionalws neiudad in the convars unless 1 the elfer expressly limits acceptance to the terms of the offer OR 2. the additional terms materially affect the contract OR 3. nacification to objection to them Has already been given after received if the other party expressly and unequivocally accepts additional and different terms, a contract is formed of terms of the counteroffer Terms of the contract are only the mirror-image ones all the differing terms cancel each other out No conduct, no contract NOT MERCHANTS: Adssonal seamoncluded in the contract unless received party expressly assets DIFFERING/CONFLICTING TERMS Knocked out and replaced by UCC gap fillers