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UCC 2 207 Flow Chart

UCC 2-207 governs additional terms in an acceptance or confirmation. It first determines if the response is a definite expression of acceptance. If so, it checks if it was sent within a reasonable time. If these criteria are met, it evaluates whether an unless clause triggers or the additional terms materially alter the contract. The outcome determines whether the additional terms are included in or excluded from the contract.

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2K views2 pages

UCC 2 207 Flow Chart

UCC 2-207 governs additional terms in an acceptance or confirmation. It first determines if the response is a definite expression of acceptance. If so, it checks if it was sent within a reasonable time. If these criteria are met, it evaluates whether an unless clause triggers or the additional terms materially alter the contract. The outcome determines whether the additional terms are included in or excluded from the contract.

Uploaded by

pac35
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 DOC, PDF, TXT or read online on Scribd

UCC 2-207: ADDITIONAL TERMS IN ACCEPTANCE OR CONFIRMATION

Is the response a definite an seasonable expression of acceptance or a written confirmation?

Yes

Is it sent within a
reasonable time? No

No Yes

No K exists under Is UNLESS clause triggered - Is acceptance expressly made conditional on


2-207(1) assent to the additional or different terms/
Note: although UCC says additional and different terms, we assume drafters
were only talking about additional terms – conflicting terms are knocked out.

Yes No

K may be enforced under 2-207 (3) Has there been assent (implicit or Additional terms may be
Is there conduct by both parties which explicit) by the offeror to the included in K under 2-207(2)
recognizes the existence of a K for sale additional or different terms? Are both parties merchants?
although the writings of the parties don't
otherwise establish a K?
(S shipped goods and B accepted them) Yes No
No Yes
Additional
Noterm is Yes
not included in K
No K exists
under 2-207(1)
Offeror must explicitly assent to the Additional
additional term (even if one party is not terms become
a merchant) Has offeror explicitly part of the K,
assented to the additional term? except if falls
under
K exists with K exists with exceptions
those terms on those terms on No a, b, or c.
Additional term is
which parties which parties
not included in K
agree. agree. (a) & (c)..
Has the offeror
Supplementary Conflicting affirmatively
terms are terms “knock Yes indicated that
incorporated each other out” he does not No
under any other of the K so that want to include
provisions of neither enters Additional terms may be included in K under 2- the additional
UCC – “gap the K – 207(2) term in the K?
fillers” resulting gaps (b) Does the additional term materially alter the K?
filled by UCC
(Implied  Clauses that result in surprise or hardship if
Warranties of incorporated w/o express awareness by the other
merchantability party
/ fitness for  Comment 4: Examples of clauses that do
intended materially alter
purpose)  Comment 5: Examples of clauses that do not
materially alter
(disclaimer of warranty, arbitration clauses)

Additional term is K exists with


not included in K additional terms
Yes No

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