Acceptance under UCC - Battle of the Forms

Question 1

Does the UCC follow the common law mirror image rule for acceptance?

Answer 1

No. The UCC will recognize a binding K, despite the presence of non-conforming acceptance, in 2 situations:

1) shipment of non-conforming goods
2) the “battle of the forms”

Question 2

Under the UCC, where the K is formed by an offer followed by a nonconforming acceptance (additional or different terms) - the treatment of those terms depends on:

Answer 2

the identities of the parties

Question 3

In a transaction between consumers or between a merchant and consumer, the “additional or different” terms that appear in the acceptance:

Answer 3

are not part of the K and are instead mere proposals for addition to the K, which the other party is free to accept or reject.

Question 4

In a transaction between merchant, there is a distinction between additional terms and different terms. Additional terms:

Answer 4

Are those which address an issue or topic not addressed in the original offer.

Question 5

Between merchants, different terms:

Answer 5

Exist when the offer says one thing about a particular issue and the would-be acceptance says something else.

Question 6

Between merchants, additional terms become part of the K unless:

Answer 6

1) The offer expressly limits acceptance to the terms of the offer;
2) The offeror objects to the additional terms within a reasonable tie after receiving notice of them; or
3) The additional terms would materially alter the K.

Question 7

Between merchants, for different terms the majority of decisions employ the “knockout rule,” which:

Answer 7

omits both the offeror’s original provision and the offeree’s differing provision from the resulting K. A minority of decisions treat a different term appearing in acceptance as a mere proposal for alteration of the K, which the offeror is free to accept or reject.