UCC § 2-207 Flow Chart

Vocabulary flashcards detailing contract formation, additional and different terms, merchant rules, and contract formation by conduct under UCC § 2-207.

UCC § 2-207 Issue Trigger

Arises when a fact pattern shows that an offer and acceptance contain additional or different terms rather than the same terms.

Definite and Seasonable Expression of Acceptance Not Given

A scenario where a contract is not created under UCC § 2-207(1), though a contract may still be established by conduct under UCC § 2-207(3).

Expressly Conditional Acceptance

An acceptance that is explicitly conditioned on assent to additional or different terms; it operates legally as a counter-offer.

Counter-Offer Acceptance under UCC § 2-207

Occurs when the other party expressly and unequivocally accepts the additional or different terms, forming a contract governed by the terms of the counter-offer.

Additional Terms (Between Merchants)

Under UCC § 2-207(2), terms that are automatically included in the contract unless the offer expressly limits acceptance, the terms materially alter the contract, or objection is given beforehand or within a reasonable time.

Additional Terms (Non-Merchants)

Under UCC § 2-207(2), terms that are excluded from the contract if either or both parties are not merchants, unless that party's assent to inclusion of the term is separately expressed.

"Knock Out" Rule (Majority View)

The majority approach when acceptance contains different terms: both terms cancel each other out, and UCC default gap-fillers (if any) fill in.

"Fall-Out" Rule (Minority View #1)

The minority approach when acceptance contains different terms: the different term proposed in the acceptance falls out, and the term supplied in the offer controls.

Minority View #2 (Different Terms)

An approach that applies UCC § 2-207(2) analysis to different terms, allowing a different term in only if it is non-material or if there is express assent to it.

UCC § 2-207(3) Contract by Conduct

A contract formed when writings fail to establish agreement under § 2-207(1), but the conduct of both parties (such as goods taken for delivery) recognizes the existence of a contract.

Terms of Contract under UCC § 2-207(3)

Terms that consist of those provisions that are a mirror-image of one another, with conflicting and additional terms knocked out and replaced by UCC gap-fillers.