CONTRACTS - lingering questions Forum

[thegrayman]

trying to wrap my head around UCC 2-207

regarding the knockout rule, is there anywhere in the UCC that lists "default rules" or when we get to this scenario are we just supposed to argue for what we think the default rule should be or is?

terms clash --> knockout rule applies --> default rules replace terms --> ?

[bartleby]

i'm not sure, don't have UCC in front of me, but is that the one that has the thing about "between merchants" in (b). i thought reading the official notes to it was helpful. but obviously not helpful enough for me to explain it.

[Zindras]

Hopefully you can decipher my outline from last year. Basically, argue everything.

UCC § 2-207(2). Once a contract is formed under (1), any additional terms are proposals to the existing contract.
Between customer and merchant: The additional terms must be expressly agreed upon.
Between merchants: Such terms become part of the contract unless--
(a) The offer expressly limits acceptance to the terms of the offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them in received.
Material Alteration: A term is material if it is a significant element of the exchange bargained for by a party.
Comment 4. A change resulting in surprise or hardship is a material alteration.
Surprise: Determined with reference to reasonable expectations in light of common practice and usage.
Hardship: The term imposes an unbargained-for burden (financial or otherwise) on, or detracts significantly from, the reasonable expectations of the other party.
Differing Opinions: “Different” terms are left out of § 2-207(2). Argue both ways - inadvertent or intentional.
(1) Inadvertent: Apply the subsection regardless of whether the terms are additional or different.
(2) Intended: Apply the subsection only with regard to additional terms.
(a) Any different terms in the acceptance are disregarded, an approach similar to the common law last-shot rule.
(b) Treat the conflicting terms as canceling each other out. Knockout rule.

[StyrofoamWar]

by "default rules" do you mean what the gap fillers would be in the event of a term getting knocked out?

If so, I'm pretty sure it's basically always "a reasonable ________" (time of delivery, price, etc). It's definitely in the UCC, but I have absolutely know idea what they are or where they are, other than basically every single one is "reasonable" something or other.

My guess is the test will be on whether or not you can recognize a situation in which the "knockout" rule applies, rather than your ability to find the correct gap filler, since that's just a reading comp issue.

[thegrayman]

Hopefully you can decipher my outline from last year. Basically, argue everything.

UCC § 2-207(2). Once a contract is formed under (1), any additional terms are proposals to the existing contract.
Between customer and merchant: The additional terms must be expressly agreed upon.
Between merchants: Such terms become part of the contract unless--
(a) The offer expressly limits acceptance to the terms of the offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them in received.
Material Alteration: A term is material if it is a significant element of the exchange bargained for by a party.
Comment 4. A change resulting in surprise or hardship is a material alteration.
Surprise: Determined with reference to reasonable expectations in light of common practice and usage.
Hardship: The term imposes an unbargained-for burden (financial or otherwise) on, or detracts significantly from, the reasonable expectations of the other party.
Differing Opinions: “Different” terms are left out of § 2-207(2). Argue both ways - inadvertent or intentional.
(1) Inadvertent: Apply the subsection regardless of whether the terms are additional or different.
(2) Intended: Apply the subsection only with regard to additional terms.
(a) Any different terms in the acceptance are disregarded, an approach similar to the common law last-shot rule.
(b) Treat the conflicting terms as canceling each other out. Knockout rule.

very helpful, thank you!

to other q, yes I meant the gap-filling terms, our professor always says "default rules" instead so that I what I know them as.