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UCC 2-207 Flow Chart

The document outlines the process for determining whether a contract is formed when an acceptance or confirmation contains additional or different terms from the original offer. If the acceptance is expressly conditional on assent to the new terms, it is a counteroffer. If both parties are merchants, additional terms become part of the contract unless the offer limited acceptance or the new terms materially alter the offer. Otherwise, conduct by both parties can form a contract containing agreed terms and terms from Article 2.

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3K views1 page

UCC 2-207 Flow Chart

The document outlines the process for determining whether a contract is formed when an acceptance or confirmation contains additional or different terms from the original offer. If the acceptance is expressly conditional on assent to the new terms, it is a counteroffer. If both parties are merchants, additional terms become part of the contract unless the offer limited acceptance or the new terms materially alter the offer. Otherwise, conduct by both parties can form a contract containing agreed terms and terms from Article 2.

Uploaded by

tipo_de_incognito
Copyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
  • Contract Formation Flowchart

2-207 Flow Chart

Definite and seasonable expression of acceptance or written confirmation?


Y No

Additional or different Terms


Yes: Acceptance expressly made conditional on assent to additional or different terms?

No: Contract is formed based on agreed on terms. Yes: Counteroffer


No: Additional terms are

No: Both parties merchants?


Y

proposals for addition to contract. Different terms cancel each other out, leaving terms agreed on and terms supplied by Article 2 gapfillers (favored rule).
Contract by conduct of both Parties No: No contract is formed.

Additional terms are part of agreement unless:

(1) Offer expressly limits acceptance to its


terms,

(2) Additional terms amount to a material


alteration, or

(3) Offeror objects within reasonable time.

Yes: Contract is formed with

(1) Agreed on terms, and (2) Article 2 gapfillers.

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