University:
University College London
Course:
LAWS0023 | Commercial Law
Academic year:

2021
Views:

251

Pages:

1
Author:

esfredint7qo

“The Battle of the Forms” Under UCC § 2-207 Was there an exchange of written offer and acceptance or a written confirmation of a prior oral agreement? NO YES No contract under § 2-207(1) Does the acceptance/confirmation state terms that differ from or add to the offer/prior agreement? YES NO Does the conduct of the parties "recognize the existence of an agreement"? NO § 2-207(3) = no contract § 2-207(1) = contract Is acceptance of the offer expressly conditional on the offeror's assent to additional or different terms? YES § 2-207(3) = contract YES NO Contract consists of agreed terms Contract consists of agreed terms plus UCC "gap fillers" § 2-207(1) = contract § 2-207(1) = counter-offer (1) agreed terms are included (2) different terms are "knocked out" Did the offeror expressly assent? NO Are both parties merchants? NO (3) additional terms are merely proposals to modifiy Does the conduct of the parties "recognize the existence of an agreement"? 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 YES Contract consists of agreed terms