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2 207 Flowchart

This flow chart summarizes the process for determining whether a contract is formed under UCC 2-207 when an acceptance contains additional or different terms than the original offer. It outlines whether the common law "mirror image rule" applies or UCC 2-207, and then walks through the various steps of determining if there is a definite and seasonable acceptance, if the parties' conduct recognizes a deal, and how additional or different terms in an acceptance are treated. The end determines whether the parties are merchants and how that impacts whether additional terms become part of the contract.

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Matthew Alan Pierce
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2K views1 page

2 207 Flowchart

This flow chart summarizes the process for determining whether a contract is formed under UCC 2-207 when an acceptance contains additional or different terms than the original offer. It outlines whether the common law "mirror image rule" applies or UCC 2-207, and then walks through the various steps of determining if there is a definite and seasonable acceptance, if the parties' conduct recognizes a deal, and how additional or different terms in an acceptance are treated. The end determines whether the parties are merchants and how that impacts whether additional terms become part of the contract.

Uploaded by

Matthew Alan Pierce
Copyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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No.

Use common law Sale of goods?

UCC 2-207 Flow Chart

No. No deal

Yes. Acceptance?

Yes. (3) K is the terms on which writings agree and UCC gap fillers

No. No deal

No. Go to other parts of UCC

Yes. (1) Definite and seasonable acceptance or informal agreement with timely return with diff or additional terms Yes. Conduct Recognizing deal?

Yes. Expressly conditional on different/additional terms?

FADEOUT treat as if they were additional.

No. (2) ADDITIONAL

No. (2) DIFFERENT. Statute does not tell you what to do 3 options are from case law KNOCK OUT whichever terms both parties disagree on are invalid. THIS IS MAJORITY RULE

Between Merchants?

FALLOUT second person to propose the rules looses and his terms die

No. Contract does not include additional terms. Additional terms are proposals

Yes. Contract includes additional terms unless: 1) offer limits acceptance 2) material alterations 3) timely notice of objection to terms

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