Quick 2-207 question Forum

[Assumpsit]

(between merchants)
A. Are there any courts(or do they all ?) that would treat a seemingly additional term only featured in the acceptance as a "different" term by way of its conflicting with the implicit assumption in the offer that UCC defaults would apply?

and if so then

B. It would depend on what way the court deals with different terms, with the majority using the knockout rule....


?

[chrisbru]

(between merchants)
A. Are there any courts(or do they all ?) that would treat a seemingly additional term only featured in the acceptance as a "different" term by way of its conflicting with the implicit assumption in the offer that UCC defaults would apply?

and if so then

B. It would depend on what way the court deals with different terms, with the majority using the knockout rule....


?

I believe that the majority of courts treat an additional term in the acceptance as just that, unless there is one in the original that conflicts with it, leading to the knockout rule. I don't know of any courts that do it differently.

[john@lestutor]

An additional term gets treated just like a different term. The comments to 2-207 tell you that. Let's say, for example, that I agree to sell you my car for $4,000 and I tell you that payment must be made by certified check. You accept, but say that I should throw in 4 new tires (additional) AND that you'll pay by personal check (different). If we are NOT both merchants, then your terms are just proposals and it is up to me to say yes or no, but if I say no, you can NOT back out of the contract. If we are both merchants, then your terms become part of the contract automatically, unless:
1)I said no adding terms in the original contract
2)your terms materially ater the contract; OR
3)I object within a reasonable time

I hope that helped you out.