Battle of the Forms

Sale of Goods? No
Battle Terms of
of K are
Forms those of
offer.

Acceptance include
different or add Is acceptance silent?
terms?

Conduct by
parties which
recognize K?
Response intended to be = Counteroffer, not 2-207(3)
acceptance? (No, if material acceptance. Parties
issue[price, quality, or do not have K
quanitity] differs). based on their
writing; next step
is conduct.

Parties Acceptance expressly

have K conditional on assent
NO K There is a K.
based on to different or
Terms are those in
writings. additional terms?
which writings
2-207(1)
agree plus gap
fillers of U.C.C.
2-207(3); Fillers-
2-305 to 2-315

Acceptance contains term Majority

that differs from term in of courts
offer? use
Knock
out Rule Terms are Add term
those which automatic
writings Becomes
Does acceptance include an agree, plus part of K.
additional term? any gap 2-207(2)
fillers. (2-
305 to 2-315)

Did offer
Are both parties merchants? expressly Has offeror Does add
Defined in U.C.C. § 2-104 limit accept to objected to term
terms of offer add term in materially
2-207 (2)(a) reason time? alter the K? 2-
2-207(2)(c) 207 (2) (b)

Add term part

of K, if offeror
explicitly agree Add
to it, otherwise term
it is a sep offer. doesn’t
become
part of
K.