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This flowchart summarizes the process for determining whether additional or different terms proposed after the formation of a contract become part of the contract. It examines whether there was a definite expression of acceptance, whether the parties' conduct recognizes a contract, and analyzes the terms under several sections of the Uniform Commercial Code. In summary, additional terms may be included if both parties are merchants, the terms don't require express acceptance, and no objection was raised. Otherwise, non-material additional terms may be included unless expressly limited by the original offer.

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Matthew L. Schafer
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85 views1 page

Start: Yes No E N D

This flowchart summarizes the process for determining whether additional or different terms proposed after the formation of a contract become part of the contract. It examines whether there was a definite expression of acceptance, whether the parties' conduct recognizes a contract, and analyzes the terms under several sections of the Uniform Commercial Code. In summary, additional terms may be included if both parties are merchants, the terms don't require express acceptance, and no objection was raised. Otherwise, non-material additional terms may be included unless expressly limited by the original offer.

Uploaded by

Matthew L. Schafer
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 PPTX, PDF, TXT or read online on Scribd
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START

Counteroffer or E
A definite and seasonable expression of Sent within a
Yes No No Contract or N
acceptance or a written confirmation? reasonable time? D
§ 207-3 w/ Conduct
NO Yes

§ 207-3 – Is there conduct by both parties Does it state E


Mirror Image =
which recognizes the existence of a additional or No N
Contract Formed D
contract even though the writings of the different terms?
parties do not otherwise establish a Yes
contract?
Are the additional or Counteroffer or E
Yes NO
different terms Yes No Contract or N
dickered terms? § 207-3 w/ Conduct D

NO
§ 207-3 – In such case the
terms of the particular contract
Is acceptance is Counteroffer or E
consist of those terms on
expressly made Yes No Contract or N
which the writings of the No D
conditional on assent § 207-3 w/ Conduct
parties agree, together with Contract
any supplementary terms to the additional or
different terms? Additional or E
incorporated under any other
different terms are N
provisions of this Act. D
NO seen as proposals

END END NO

§ 207-2 – Is it between merchants?

Yes Yes Yes

§ 207-2(c) Is notification of objection


§ 207-2(a) – Does the offer expressly
§ 207-2(b) – Do the additional or to them already given or given
limits acceptance to the terms of
different terms materially alter the within a reasonable time after notice
the offer? (By the action of the
contract? of them is received? (By the action
offeror)
of the offeror)
No Yes No Yes No Yes

If the additional If no notification


If the offeror If notification of
(or diff.) terms If the additional of objection to
does not objection to
If the offeror do not (or diff.) terms them was
expressly limit them was
does expressly materially alter, materially alter, previously given
acceptance to previously given
limit acceptance i.e. they deeply i.e. they deeply or given after
the terms of the or given after
to the terms of disappoint the disappoint the the additional
offer, the the additional
the offer, the reasonable reasonable (or diff.) terms
additional (or (or diff.) terms
additional (or expectations of expectations of were added, the
diff.) terms were added, the
diff.) terms do the offeror, they the offeror, the additional terms
become part of additional or
not become become a part contract they do become part of
the contract, different terms
part of the of the contract not become the contract
unless they do not become
contract. unless they part of the unless they
violate § 207- part of the
violate § 207- contract. violate § 207-
2(b) or 2(c). contract
2(a) or 2(c). 2(b) or 2(c).
END END END END END END

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