2-207 Chart
1
“The Battle of the Forms” Under UCC § 2-207 NO YES YES NO YES YES NO NO YES NO NO YES § 2-207(3) = no contract Contract consists of agreed terms plus UCC "gap fillers" § 2-207(3) = contract Does the conduct of the parties "recognize the existence of an agreement"? No contract under § 2-207(1) Contract consists of agreed terms § 2-207(1) = contract (3) additional terms are merely proposals to modifiy (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 Are both parties merchants? (1) agreed terms are included (2) different terms are "knocked out" § 2-207(1) = contract Does the conduct of the parties "recognize the existence of an agreement"? Contract consists of agreed terms Did the offeror expressly assent? § 2-207(1) = counter-offer Is acceptance of the offer expressly conditional on the offeror's assent to additional or different terms? Does the acceptance/confirmation state terms that differ from or add to the offer/prior agreement? Was there an exchange of written offer and acceptance or a written confirmation of a prior oral agreement? Keith A. Rowley, 2004
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Transcript of 2-207 Chart
“The
Bat
tle
of
the
Form
s” U
nder
UC
C §
2-2
07
NOYES
YES
NOYES
YES
NO
NOYES
NO
NOYES
§ 2-20
7(3) =
no co
ntrac
t
Contr
act c
onsis
ts of
agree
d term
s plus
UCC
"gap f
illers
"
§ 2-20
7(3) =
contr
act
Does
the co
nduc
t of th
e part
ies
"reco
gnize
the e
xisten
ce of
an ag
reeme
nt"?
No co
ntrac
t und
er § 2
-207(1
)
Contr
act c
onsis
ts of
agree
d term
s
§ 2-20
7(1) =
contr
act
(3) ad
dition
al ter
ms ar
e mere
ly pro
posal
s to m
odifi
y(3)
addit
ional
terms
are i
nclud
ed un
less
(a) th
e offe
r was
expre
ssly l
imite
d to i
ts ter
ms
(b) th
e add
itiona
l term
mate
rially
alter
s the
contr
act
(c) th
e offe
ror gi
ves n
otice
of its
objec
tion
Are b
oth pa
rties
merch
ants?
(1) ag
reed t
erms a
re inc
luded
(2) di
fferen
t term
s are
"knoc
ked o
ut"
§ 2-20
7(1) =
contr
act
Does
the co
nduc
t of th
e part
ies
"reco
gnize
the e
xisten
ce of
an ag
reeme
nt"?
Contr
act c
onsis
ts of
agree
d term
s
Did t
he of
feror
expre
ssly a
ssent?
§ 2-20
7(1) =
coun
ter-of
fer
Is ac
cepta
nce o
f the o
ffer e
xpres
sly co
nditio
nal o
n
the o
fferor
's asse
nt to
addit
ional
or dif
feren
t term
s?
Does
the ac
cepta
nce/c
onfir
matio
n stat
e term
s tha
t
differ
from
or ad
d to t
he of
fer/pr
iorag
reeme
nt?
Was
there
anex
chan
ge of
writ
ten of
fer an
d acce
ptanc
e or a
writ
ten co
nfirm
ation
of a
prior
oral a
greem
ent?
Kei
th A
. R
ow
ley
, 2
00
4
