Different Terms 1. Knock out 2. Offeror's terms win 3.

Diff = Additional

UCC 2-207 Conditional Acceptance No Acceptance with additional terms Yes Counteroffer If not performed or if rejected

Expressed Assent*? Yes Contract with addl terms No

go to 2-207(3)

If performed

1. 2. 3. 4.

Are any of these 4 factors present? If the offer limits acceptance to its terms (no additional terms) If the additional terms in the acceptance constitute a material alteration Has there been an objection by the offeror in a reasonable time Both parties are not merchants Yes No

Enforceable contract will include the agreed upon terms or terms supplied by UCC

No Contract Expressed Assent

Enforceable contract with new terms assented to

The additional terms do not become part of the contract and we have a contract with the original terms of the offer.

New contract with additional terms

Conditional Acceptance - The offeree tells the offeror that they are unwilling to go forward with the contract unless they agree to their additional terms. If it is a conditional acceptance, it means we have a counter offer. However, the additional terms must be clearly expressed. Clear conditional acceptance. If it is not a conditional acceptance then we have an acceptance with additional terms. Our next question is whether the additional terms become part of the contract. See below: *Is there assent to the additional terms? If the offeror chooses to agree to the additional terms, then yes there is assent. Expressed consent - the court requires that the offeree must explicitly agree to the termcannot be silence, or lack of objection. MiBLaw.com For educational use only. Editing, reproducing, or reprinting is prohibited.