Also known as: different terms · additional or different terms · UCC 2-207 · battle of the forms
Written by attorneys · grounded in primary & secondary sources — see below
A rule under the Uniform Commercial Code governing contract formation between merchants. When an acceptance contains terms that differ from the offer, the differing terms do not become part of the contract. The contract instead consists of the terms on which the writings agree together with UCC gap-filler provisions.
Dakota Industries offered to sell machine parts to Duffy Construction at listed prices. Duffy responded with an acceptance that added a clause preventing any price increases due to supply disruptions. Both parties are merchants. The contract forms on the original price terms because the added clause differs from the offer and therefore drops out under the rule.
Diamond Manufacturing sent a purchase order for software to Dixon Foods that contained no use restrictions. Dixon's confirmation form accepted the order but added a clause limiting use to a single location. Both companies regularly deal in goods. The restriction does not enter the contract because it differs from the offer, leaving the parties bound only on the common terms.
Select any source to read its text and confirm it supports the definition.
Dustin Donovan contracted to supply aluminum to Denise Donovan under a long-term agreement. The seller's form included a broad force-majeure clause excusing performance for labor shortages. The buyer's acceptance form omitted that clause. Because the parties are merchants and the clauses differ, the force-majeure language is excluded and UCC gap fillers govern excuse.
Different terms contradict the offer while additional terms merely supplement it. Under the UCC rule, different terms between merchants are excluded from the contract and replaced by gap fillers, whereas additional terms may integrate automatically unless an exception applies.
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The differing term drops out of the contract. The agreement is formed on the terms the writings share, and the UCC supplies missing provisions such as price, delivery, or excuse.
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Yes. The special treatment of different terms arises only in transactions between merchants. When one party is not a merchant, a differing term in the acceptance remains a proposal that must be separately accepted.
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…Litronic Industries , 29 F.3d 1173 (7th Cir.1994) (Illinois law); Douglas G. Baird & Robert Weisberg, Rules, Standards, and the Battle of the Forms: A Reassessment of § 2-207, 68 Va. L.Rev. 1217, 1227-31 (1982). Our case has only one form; UCC § 2-207 is irrelevant. Vault holds that Louisiana’s special shrinkwrap-license statute is…