OF BATTLE THE FORMS
Common Law Any additional or different terms in the K were seen as a counter-offer and essentially void the entire K Mirror image rule. If the parties went ahead and performed, then the terms of those terms are part of the K Last shot rule. Minneapolis UCC 2-207
Are the Parties Both Merchants?
Yes
Does the conduct of the parties indicate that they recognized a was a K?
No
Under 2-207 (2) There is a valid K but the additional terms are not part of the K Pro CD
Yes
Under 2-207 (3), all the terms that the party agreed on are part of the K. Additional terms are "knocked out" and replaced w/ UCC gap fillers
No
Under 2-207 (3), additional become terms part of the contract unless: (i) The offer limits acceptance to terms; (ii) The terms materially alter the K; or (iii) Notification of rejection is given w/in reasonable time after notice is received
Revised UCC 2-207 If conduct recognizes existence of K, although records do not indicate that there is a K, K is established by offer and acceptance, or K is formed in any manner confirmed by record that contains additional terms to or different from those in K being confirmed, terms of K are: (a) terms that appear in records of both, (b) terms whether in record or not to which both parties agree, or (c) terms supplied or incorporated under any provision.