Slide1 l.jpg
This presentation is the property of its rightful owner.
Sponsored Links
1 / 1

OFFER PowerPoint PPT Presentation


  • 134 Views
  • Uploaded on
  • Presentation posted in: General

UCC 2-207-”Battle of the Forms”. OFFER. ACCEPTANCE. NO ACCEPTANCE. Seasonable & Definite Expression of Acceptance With Different or Additional Terms. COUNTER OFFER. REJECTION. 2-207(2). 2-207(1). BETWEEN MERCHANTS. NOT BETWEEN MERCHANTS. Expressly Conditional Response

Download Presentation

OFFER

An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -

Presentation Transcript


Slide1 l.jpg

UCC 2-207-”Battle of the Forms”

OFFER

ACCEPTANCE

NO ACCEPTANCE

Seasonable & Definite Expression of Acceptance

With Different or Additional Terms

COUNTER OFFER

REJECTION

2-207(2)

2-207(1)

BETWEEN MERCHANTS

NOT BETWEEN MERCHANTS

  • Expressly Conditional Response

    • Needs to have clear language

  • Not a Seasonable Response

    • Party waited too long

  • Not a Definite Expression

NO K FORMED

Additional/Different Terms do NOT come in UNLESS:

Expressly Consented to

  • Additional Terms, Come In Unless:

  • Offer Expressly Limits Acceptance to its terms.

  • Terms Materially Alter Offer

    • See Comments 4 & 5 in book

    • Generally a term will materially alter the K

  • Reasonable Notice of Objection Given

No Acceptance or Performance

Clear Manifest of acceptance by Offeror

No acceptance but performance (conduct)

  • Different Terms-Three Approaches:

  • Different terms in acceptance are disregarded, terms of offer remain

    • “Fall out rule”

  • Conflicting terms in offer & accept. cancel each other out

    • “knock-out” rule

    • UCC Gap Fillers Apply

  • Treat like additional terms above

    • Means they will probably fall out, because they materially alter the term

    • Or because notice of objective has already been given by presence of

    • conflicting terms in the offer.

NO K

K on Offeree’s Term

  • K under 2-207(3)

  • Terms that agree come in

  • UCC Gap Fillers for the rest

  • Written Confirmation (after an oral K):

  • If both parties send written Confirmations, K includes:

    • Orally agreed upon terms

    • Terms in agreement in confirmations (diff. terms are knocked out)

    • UCC Gap Fillers

  • If only one confirmation sent, or additional terms

    • Use 2-207(2) analysis for additional terms

Examples of Express Conditional language:

“any additional/different terms are expressly objected to”


  • Login