Battle of the Forms (UCC §2-207)
Contracts & Sales · Lesson 08
Battle of the Forms (UCC §2-207)
這一課問的是：兩個商人各自寄出條款不同的格式（採購單、確認單），合約是否成立？依何種條款？
Actor
Act
Object
Standard
Consequence
Issue · what this lesson is really about
Where two merchants exchange forms with different terms, is there a contract — and on what terms?
這一課問的是：兩個商人各自寄出條款不同的格式（採購單、確認單），合約是否成立？依何種條款？
Trigger words & phrases that should flag this issue:
purchase orderacknowledgmentadditional termsmerchantnew terms
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
battle of the forms
Tap to see meaning
Exchange of standardized forms with mismatched terms.
格式條款之戰。
definite expression of acceptance
Tap to see meaning
Reply functioning as acceptance even though it adds or differs.
明確表示接受。
additional terms (§2-207(2))
Tap to see meaning
Between merchants, additional terms enter unless materially altered or objected to.
新增條款（§2-207(2)）。
material alteration
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Term causing surprise or hardship if added.
重大變更。
knockout rule
Tap to see meaning
Conflicting terms cancel; UCC gap fillers supply.
抵銷規則。
Rule Sentence · the workhorse
Under UCC §2-207(1), a definite expression of acceptance forms a contract even if it states additional or different terms; under (2), additional terms become part of the contract between merchants unless they materially alter it, the offer expressly limits acceptance, or the offeror objects within a reasonable time.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人two merchants兩商人
Act 行為exchanging forms交換格式
Object 對象sale of goods貨物買賣
Standard 法律標準§2-207(1) and (2)§2-207(1) 與 (2)
Consequence 後果K formed; additional terms governed by (2)合約成立；新增條款依 (2)
Casebook Snapshot · a real American case
Step-Saver Data Systems, Inc. v. Wyse Technology
Holding. Under UCC §2-207, the terms of a contract for the sale of goods are not automatically supplemented by additional terms appearing in a subsequent shrink-wrap license; an after-the-fact license attempting to add material terms requires assent.
Why it matters. §2-207 limits unilateral term addition. Additional terms enter the contract only if non-material between merchants.
§2-207：非重大新增條款方能進入；重大變更需明確同意。
Common Mistakes · what trips students
✗ UCC 與 CL 在新增條款上規則一致。
✓ CL: mirror image (change = counteroffer); UCC §2-207: relaxed.
CL 鏡像；UCC §2-207 放寬。
✗ 「conflicting terms」直接進入合約。
✓ Conflicting terms invoke knockout rule, not §2-207(2).
Conflicting 用 knockout；additional 用 §2-207(2)。
Mini IRAC · build the Application
Issue. Is there a contract — and is the seller's added arbitration clause part of it — when B's purchase order is followed by S's acknowledgment adding the clause, with no objection from B?
Rule. Under UCC §2-207, a definite expression of acceptance forms a contract; additional terms between merchants become part of it unless they materially alter, the offer limits acceptance, or the offeror objects.
Application (model). B sent a purchase order for goods; S's acknowledgment accepted but added an arbitration clause, and B did not object. Because §2-207(1) treats a definite acceptance as forming a contract despite added terms and (2) admits non-material additional terms between merchants absent objection, the fact that S's reply accepted the deal and B never objected — and arbitration clauses are commonly not treated as material alterations in commercial sales — means the clause enters the contract.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, a contract exists and includes the arbitration clause.
MBE Check · multiple choice
Buyer sends purchase order with no warranty disclaimer. Seller's acknowledgment adds: "All implied warranties disclaimed." Both are merchants. Buyer never objects. Does the disclaimer enter the contract?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: