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UCC 2-207: The Battle of the Forms

Answer first: For goods, a definite acceptance can form a contract even with extra terms (UCC §2-207); then fight over whose terms stick. Run FORMS: Find an acceptance, Only-if language, Role check, Material alteration or objection, Shared terms plus gap-fillers. Study hook only, not a treatise.

What the rule is (plain)

Buyers and sellers swap printed forms whose fine print doesn't match. The common-law mirror-image rule would say there is no contract. For a sale of goods, §2-207 often says there is one anyway, and the real question becomes which terms are in it.

Rule text status for every quote below: current as of 2026-10-19; not amended. The 2003 amendments to Article 2 were withdrawn in 2011, and the 2022 UCC Amendments left the text of §2-207 unchanged (they added only an Official Comment), so the text shown on Cornell LII is the current official text. Check your state's enacted version for local variations.

Rule (plain) Official text (UCC §2-207, Cornell LII, verified 2026-10-19)
2-207(1): A definite, timely acceptance works even if it adds or changes terms, unless it is expressly conditional on the offeror agreeing to them. "operates as an acceptance even though it states terms additional to or different from those offered" ... "unless acceptance is expressly made conditional on assent"
2-207(2): Added terms are only proposals. "The additional terms are to be construed as proposals for addition to the contract."
2-207(2), merchants: Between merchants they come in unless (a) the offer limits acceptance to its terms, (b) they materially alter the deal, or (c) the offeror objects. "Between merchants such terms become part of the contract unless" ... "(b) they materially alter it"
2-207(3): No contract from the paperwork, but both sides perform as if there is one: conduct forms the contract. "Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale"
2-207(3), terms: The terms are what the writings agree on plus Code gap-fillers. "those terms on which the writings of the parties agree, together with any supplementary terms"

Different (conflicting) terms: the statute's subsection (2) speaks of additional terms. For different terms, many courts knock out both conflicting terms and fill the gap with UCC defaults (the knockout rule). Others treat different terms like additional ones, or let the offeror's term control. Courts are split, so name the approach you are using on the exam.

FORMS: letter to move

Letter Move One-line drill
F Find an acceptance Goods? Is there a definite and seasonable expression of acceptance (2-207(1))?
O Only-if language Is the acceptance expressly conditional on assent to the new terms? Boilerplate rarely qualifies.
R Role check Merchant or non-merchant? Non-merchant: new terms are proposals only.
M Material alteration or objection Between merchants, new terms are out if the offer limited acceptance, they materially alter, or the offeror objects.
S Shared terms plus gap-fillers If only conduct makes the deal (2-207(3)), the contract is the agreed terms plus Code defaults.

FORMS is LearnFun original packaging of public doctrine.

Exam traps

Short hypo

Facts (original): A furniture maker emails a purchase order for 200 chairs. The supplier replies with its acknowledgment form: "We accept your order," plus a printed clause requiring arbitration of all disputes. Both are merchants. The purchase order says nothing about disputes. Chairs ship and are paid for; a quality dispute follows.

Timer: 4 minutes. F: the acknowledgment is a definite acceptance. O: no expressly conditional wording. R: both merchants. M: an arbitration clause is often treated as a material alteration, so it likely stays out. Result: contract on the purchase order's terms plus Code defaults. Study aid only, not legal advice.

Spaced-rep cards

# Front Back
1 Expand FORMS Find an acceptance; Only-if language; Role check; Material alteration or objection; Shared terms plus gap-fillers.
2 2-207(1) in one line? A definite, timely acceptance forms a contract despite added or different terms, unless expressly conditional on assent to them.
3 Additional terms when a party is a non-merchant? Proposals only; they need the offeror's agreement.
4 Three ways added terms stay out between merchants? Offer limits acceptance to its terms; material alteration; timely objection.
5 Knockout rule? For different (conflicting) terms, many courts drop both and use UCC gap-fillers; courts are split.
6 Terms of a 2-207(3) conduct contract? Terms the writings agree on plus supplementary Code terms.

Quiz (4 questions)

  1. A buyer's order and a seller's acknowledgment differ only in a small added late-fee term; one party is a consumer. Is the late fee in the contract? Key: No, not without agreement. With a non-merchant, added terms are proposals (2-207(2)). Letter R.
  2. The seller's form says "Our acceptance is expressly conditional on your assent to these terms," and the buyer never assents, but goods ship and are paid for. Is there a contract, and on what terms? Key: Yes, by conduct under 2-207(3): the terms both writings agree on plus Code gap-fillers. Letter S.
  3. Between merchants, the acknowledgment adds a warranty disclaimer. Likely result? Key: Usually out as a material alteration under 2-207(2)(b). Letter M.
  4. Trap: A software consultant's services proposal and a client's purchase order conflict. Apply 2-207? Key: No. Services aren't goods; use the common-law mirror-image rule. Letter F catches it.

Next lessons

Contract formation · Parol evidence rule mnemonic · Bar exam mnemonics under the clock

Sources

Last checked: 2026-10-19