UCC 2-207: Sale of Goods

Did the offeree make a definite and seasonable expression of acceptance? 2-207 (1)? Was acceptance expressly made conditional on assent to the additional or different terms? 2-207 (1)

Yes

No

CONTRACT w/ terms per 2-207 (2) It operates as an acceptance even though it includes additional or different terms (2-207) (1)

Different Terms (Common Law)

Majority Rule = Knockout Rule Different terms are knocked out and gaps filled in with with UCC supplementary terms: Usage of Trade Customs of Dealings UCC gapfillers

No Is the communication a counteroffer? No

or
Yes
Additional Terms A term new to the contract (not in the offer) Minority Rule = First Shot Rule Offerors terms win

No Contract

Yes Did the offeree accept the counteroffer?

Merchants in business? CONTRACT w/ terms from counter-offer

Yes
A)

Additional Term becomes party of contract unless A, B, or C. Offer expressly limits acceptance to the terms of the offer (My way or the Hwy) They materially alter it; results in unreasonable surprise or hardship Notification of the objection by offeror has already been given or is given within a reasonable time after notice of them is recieved.

Yes

No

B)

C)
No

Did the conduct of both parties recognize the existence of a contract? 2-207 (3) (Performance)

Additional Terms are proposal to contract (offer to modify K).

CONTRACT w/ terms per 2-207 (3) Match up parties writtings Knockout terms that dont match Fill in gaps with UCC supplementary terms Usage of Trade Customs of Dealings UCC gapfillers

Yes

No
No Contract