Also known as: Section 2-207 · § 2-207 · UCC § 2-207 · 2-207 · battle of the forms · UCC 2-207
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A statutory rule that permits a definite and seasonable expression of acceptance to operate as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. Additional terms between merchants become part of the contract unless the offer expressly limits acceptance, the terms materially alter the agreement, or the offeror seasonably objects.
A statutory provision that includes the value of the decedent's nonprobate transfers to the surviving spouse in the augmented estate for purposes of calculating the elective share. The marital-property portion of those amounts is then applied first to satisfy the elective-share amount.
Each sense below has its own examples, sources, and questions.
A statutory rule that permits a definite and seasonable expression of acceptance to operate as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. Additional terms between merchants become part of the contract unless the offer expressly limits acceptance, the terms materially alter the agreement, or the offeror seasonably objects.
Samantha Stone sent a purchase order for custom parts that matched the essential terms of Silverline Industries' offer but added a consequential-damages disclaimer. Silverline shipped the parts without objection. The court held that the disclaimer did not become part of the contract because it materially altered the agreement and therefore remained only a proposal.
Sabrina Shah ordered industrial equipment from Summit Bank under a purchase order silent on liability limits. The seller's confirmation added a broad exclusion of consequential damages. Because the exclusion would materially alter the buyer's remedies, the court treated it as a mere proposal that never entered the contract.
Santiago Sanchez ordered a computer by phone and paid before receiving the box containing additional terms. The court held that the later terms did not bind Sanchez because the contract had already formed upon the telephone order and payment, leaving the new terms as proposals requiring express assent.
Simon Stern purchased software from Sentinel Security. The box contained a license with additional restrictions that appeared only after opening. The court ruled that the restrictions did not become part of the contract because the sale had already occurred and the new terms constituted proposals that required affirmative acceptance.
A definite and seasonable expression of acceptance forms a contract even if it states additional or different terms, unless the acceptance is expressly made conditional on assent to those terms. The additional terms then become proposals that may or may not enter the contract.
Between merchants, additional terms in an acceptance become part of the contract unless the offer expressly limits acceptance, the terms materially alter the agreement, or the offeror seasonably objects. Material alterations such as consequential-damages disclaimers typically remain proposals only.
Conduct by both parties that recognizes the existence of a contract establishes an agreement even when the writings do not. The terms consist of those on which the writings agree plus any supplementary terms supplied by the UCC.
A statutory provision that includes the value of the decedent's nonprobate transfers to the surviving spouse in the augmented estate for purposes of calculating the elective share. The marital-property portion of those amounts is then applied first to satisfy the elective-share amount.
Sofia Stern, surviving spouse of a construction firm founder, petitioned for an elective share after the decedent devised most assets to a son. The personal representative included the value of nonprobate transfers made to Sofia during the marriage in the augmented estate under Section 2-207. The court multiplied that value by the statutory percentage based on the length of the marriage to determine the marital-property portion applied first against her elective-share amount.
Steven Silva claimed an elective share after his spouse's death. The augmented estate included nonprobate transfers to Steven under Section 2-207. The court computed the marital-property portion by multiplying the included value by the schedule percentage corresponding to the couple's twenty-year marriage and applied that portion to reduce the elective-share amount before turning to other assets.
Section 2-207 includes the value of the decedent's nonprobate transfers to the surviving spouse. Only the marital-property portion of those amounts is applied first to satisfy the elective-share amount.
The marital-property portion is computed by multiplying the value of the amounts included under Section 2-207 by the percentage from the statutory schedule that corresponds to the length of the marriage.
…clause binds the Hills. Next the Hills insist that ProCD is irrelevant because Zeidenberg was a "merchant" and they are not. Section 2-207(2) of the UCC, the infamous battle-of-the-forms section, states that "additional terms [following acceptance of an offer] are to be construed as proposals for addition to a contract.…
…into the body of the common law by the Restatement and by the courts. See J. Murray, Intention Over Terms: An Exploration of UCC 2-207
…earlier writings or discussions. In the absence of a party's express assent to the additional or different terms of the writing, section 2-207
…is, by National Metal Crafters' beginning the manufacture of the spade bit blanks called for by the orders. See UCC § 2-207
…clearly have completed the contract in Massachusetts by acceptance had the acknowledgment not sought to introduce new terms. Section 2-207