Scribd Logo
Upload

Welcome to Scribd!

  • 681 views

    CL Battle of The Forms

    Uploaded by

    Jeremy Dack
    The document summarizes the common law mirror image rule and last shot rule regarding contract formation and acceptance. It then discusses UCC §2-207, which applies when there are two forms or an oral agreement with a confirmatory memorandum. Section 2-207 determines whether additional or different terms in an acceptance operate as an acceptance or counteroffer depending on whether the parties are merchants and whether the counterparty can be said to have agreed to the contract. Additional terms are included unless they materially alter the contract or one party objects. Contradicting terms are knocked out and replaced with gap fillers.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content

    You might also like

    CL Battle of The Forms

    Uploaded by

    Jeremy Dack
    681 views1 page
    The document summarizes the common law mirror image rule and last shot rule regarding contract formation and acceptance. It then discusses UCC §2-207, which applies when there are two forms or an oral agreement with a confirmatory memorandum. Section 2-207 determines whether additional or different terms in an acceptance operate as an acceptance or counteroffer depending on whether the parties are merchants and whether the counterparty can be said to have agreed to the contract. Additional terms are included unless they materially alter the contract or one party objects. Contradicting terms are knocked out and replaced with gap fillers.

    Original Description:

    Original Title

    Cl Battle of the Forms

    Copyright

    © Attribution Non-Commercial (BY-NC)

    Available Formats

    PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document
    The document summarizes the common law mirror image rule and last shot rule regarding contract formation and acceptance. It then discusses UCC §2-207, which applies when there are two forms or an oral agreement with a confirmatory memorandum. Section 2-207 determines whether additional or different terms in an acceptance operate as an acceptance or counteroffer depending on whether the parties are merchants and whether the counterparty can be said to have agreed to the contract. Additional terms are included unless they materially alter the contract or one party objects. Contradicting terms are knocked out and replaced with gap fillers.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    681 views1 page

    CL Battle of The Forms

    Uploaded by

    Jeremy Dack
    The document summarizes the common law mirror image rule and last shot rule regarding contract formation and acceptance. It then discusses UCC §2-207, which applies when there are two forms or an oral agreement with a confirmatory memorandum. Section 2-207 determines whether additional or different terms in an acceptance operate as an acceptance or counteroffer depending on whether the parties are merchants and whether the counterparty can be said to have agreed to the contract. Additional terms are included unless they materially alter the contract or one party objects. Contradicting terms are knocked out and replaced with gap fillers.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as pdf or txt
    of 1

    BATTLE OF THE FORMS COMMON LAW - Mirror Image Rule/Last Shot Rule: acceptance cannot deviate in any way

    from offer.
    Offer: manifestation of willingness to enter into bargain so made as to justify the offeree in believing that his assent is invited and will conclude the bargain. Acceptance: Offerees manifestation of assent to the terms of the offer, made in a manner invited or required by the offer.

    UCC 2-207 applies when


    there are 2 forms, or oral K with confirmatory memo

    (1) Is there a K?
    - determine the offeror and the offeree. - acceptance with additional terms: a writing operates as an acceptance even if it states additional/different terms unless acceptance is expressly made conditional on assent to different terms. - Counter-offer: when there is express notice that offeree is not willing to proceed unless the terms are agreed to

    Yes: acceptance with additional terms

    No counter offer (2) Are they both merchants?


    -2-204 defines merchants as: - specialized knowledge of goods OR - knowledge of business practices

    Do the parties conduct themselves as if there is a K? (3) Yes

    NO

    YES

    NO go home! -

    Auto-inclusion, UNLESS: Autoexclusion


    (a) offer expressly limits acceptance of add. terms (b) material alteration working surprise or hardship (like disclaimer of warranty; courts split on arbitration clauses) (c) objection previously given, or given within reasonable time after terms received.

    terms agreed on REMAIN contradicting terms Knocked Out Gap fillers used to replace contradicting terms

    Treatment of DIFFERENT terms: (2)


    doesnt deal with different terms, can either treat the same as additional terms, or Knock out and use gap fillers.

    UCC Gap fillers: -implied warranties; reasonable price; -reasonable notice of termination; -

    You might also like