General Understanding
UCC 2-207 is also known as this
What is the Battle of the Forms
True or false:
Written confirmations fall under the purview of 2-207(1)
What is true
2-207(2) requires that both parties be this
What are merchants
Under 2-207(3), parties are able to establish a contract even though their writings do not otherwise establish a contract using this manner of acceptance
What is acceptance by conduct
Hypo 1
No – common-law counteroffer because dickered terms don’t match
If a term is in the acceptance, and the offeror's document is silent about it, the term is known as this
What is an additional term
Written confirmations must be sent within this amount of time to operate as an acceptance
What is “within a reasonable time”
2-207(2) does not expressly mention this type of term
What is a different term (bonus points if you can say what rule most courts use for different terms)
Under 2-207(3), missing terms are supplied by these
What are the UCC gap-fillers
Hypo 2
Yes – additional terms don’t mean there’s no contract, and acceptance of delivery hammers it home
If a term is in the offer and the acceptance says something different with regard to the same term, the term is known as this
What is a different term
The following phrase is an example of this: “Offeree’s assent is expressly made conditional on the offeror’s assent to the terms and conditions set forth herein”
Conditional acceptance counteroffer
Name any of the three exceptions listed in 2-207(2) – additional terms become part of the contract unless…
Express limitation, material alteration, notification of objection
Under 2-207(3), what happens to additional and different terms?
They are both ignored
Hypo 3
Yes – conditional acceptances are counteroffers, so buyer could reject the counteroffer and move on without issue – 2-207(1)
2-207 displaces this common law rule with respect to matching boilerplate terms
What is the Mirror Image Rule
2-207(1) addresses this issue
Whether or not a contract has been formed
Things that introduce _____ or ______ are those that materially alter an agreement
Surprise or hardship (can be undercut by CoD & TU)
True or false:
The following is an example of a conditional acceptance: “Offeree’s assent is expressly conditioned on the terms and conditions set forth herein”
What is false
Hypo 4
False – 2-207(3); conditional acceptance counteroffer + acceptance by conduct; inconsistent terms fall out of contract
True or false:
The exchange of forms results in no contract if the acknowledgement form creates a conditional acceptance
False
An analysis of a 2-207 question should always begin with this question
Whether or not a contract has been formed under subsections (1) and (3)
Name any provision that will usually materially alter a contract under 2-207(2)(b)
Disclaimer of warranties, Limitation of remedies for repair & replacement, Disclaimer of consequential damages, Provision to recover attorney’s fees, Choice of law provision, Form selection provision
The only way to get to 2-207(3) is through this
Conditional acceptance counteroffer without express consent AND conduct suggesting acceptance
Hypo 5
Yes to contract, no to disclaimer of warranties – knockout rule (different terms) OR material alteration