UCC battle of the forms

Question 1

UCC and the mirror image rule

Answer 1

NO mirror image rule in UCC. Nonconforming acceptance/confirmation is an effective acceptance

Question 2

Effect of additional terms (3 exceptions to additional terms)

Answer 2

“additional” terms in acceptance become part of the contract except in 3 circumstances:

• offer expressly limits to its own terms
• offeror objects to additional terms in reasonable time
• additional terms would MATERIALLY ALTER contract

Material alteration: any that would result in “surprise or hardship if incorporated w/o express awareness”. Examples:

• warranty disclaimers
• clauses that shorten complaint deadline
• clauses that change usages of trade or past courses of dealing

Question 3

UCC knockout rule

Answer 3

Different terms in the two writings that adjust the same topic “knock each other out” and neither are part of the contract

e.g. two different choice of law provisions = NO choice of law provision

Question 4

Conditional acceptance

Answer 4

If offeree’s acceptance is conditioned on offeror accepting terms in acceptance before offeree will proceed, then use common law counteroffer rules - no contract til offeror explicitly assents