1. Acceptance – U.C.C. Sale of Goods – Battle of the Forms
Contract Formation
Acceptance – U.C.C. Sale of Goods – Battle of the Forms
§ (1) (in Fl., use “ ”) indicates dislike for “mirror image” rule, but can be used if parties require.
§ (2) first sentence – additional terms (not contradictory) are proposals only and require agreement.
§ 2-207(2) second sentence – between merchantzz* - add’l terms enter, unless:
a) Acceptance must match exactly (note: where a party requires “mirror image”); b) add’l terms are material (big deal); c) other party provides notice within reasonable time rejecting the add’l term(s).
§ 2-207(3) – if no formation, but significant performance begun, court can “cobble together” an agreement using terms on which writings agree, and add’l gap fillers as needed to flesh out a proper agreement.
Knock-out rule: small, contradictory terms can cancel each other, and the gap replaced by a gap-filler.
The knock-out rule is not provided for in the statute itself – a significant number of courts facing this issue have adopted this rule.
Note major differences/many differences may indicate that the parties are still in negotiations (no formation yet). Fact specific.
U.C.C. Art. 2 – sale of goods. Special rules for a merchant or merchants.
*some U.C.C. Article 2 provisions have special rules where a merchant acts, and some like this one require that both (or all) be merchants. Hyper-emphasis of the plural can help with memory.
In fact, this is the U.C.C. Art. 2 attempt to follow “responsive” for acceptances
© 2018 Paul J. Carrier, Paul J Carrier, LLC Blue – Category Recognition; White – Specific Category; Yellow – “Black Letter” Rules (to be memorized); Green – Main Factual Issues – Analysis; Red – Upper-Level, Integrated Comprehension