Flowchart For UCC 2-207
Uploaded by
Matthew LeaperFlowchart For UCC 2-207
Uploaded by
Matthew LeaperDEAL
OR NO DEAL PER UCC 2-‐207
MaDhew Leaper © 2010
PRE-‐CONTRACT NEGOTIATIONS (NO CONTRACT)
Oral expression Wri2en confirma5on
of acceptance? of acceptance?
N Y Y N
Was it definite Enter Proviso: Was it made in
NO CONTRACT
NO
CONTRACT
and
seasonable?
Was
acceptance
made
a
reasonable
5me?
N
Y
expressly
condi5onal
on
Y
N
add’l
terms?
N
Y
Did par5es assent to
add’l terms?
Conduct to establish
Y N a contract per UCC 2-‐204?
Y N
CONTRACT HAS BEEN FORMED
Between
Merchants?
N
Y
Add’l
terms
are
“out”,
unless
Add’l
terms
are
“in”,
unless
they
are
Add’l
terms
are
“in”
Add’l
terms
are
those
in
which
the
they
are
explicitly
“in”
as
in
knocked
“out”
per
UCC
2-‐207(2):
wri5ngs
of
both
par5es
agree,
Klocek
v.
Gateway,
1. Expressly
limited
by
the
offer
together
with
any
supplemental
104
F.Supp.2d
1332
(Kan.
2000)
terms
per
UCC
2-‐207(3)
2. Materially
alter
the
offer
3. No5fica5on
of
objec5on
has
been
given
within
a
reasonable
5me