BATTLE OF
FORMS
K formed
based on
offeror's
terms
Additional/dfferent
terms in
acceptance?
N
Y
Definite/seasonable
expression of
acceptance?
No K
formed.
N
N
Y
K formed if
conduct
recognizes
K existence.
BUT
It was a
counter-offer. K
not formed
unless offeror
expressly
assented.
Was
acceptance
expressly
conditioned
on assent to
the terms?
Y
N
K formed with
original terms plus
UCC gap fillers.
K formed. Original terms
included.
Additional/differing terms
are knocked out,
THEN
K formed
based on
offeror's
terms
Y
It was a
Was there
counter-offer. K
express assent
formed based on
THEN by other party
offeror's ferms.
to
Additional/different
counter-offer?
terms are
propsals.
Y
K formed.
N
Are both
parties
merchants?
Y
N
Additional
terms are
only
proposals.
Additional terms
included unless: offer was
expressly limited to its terms;
addtional terms materially alter
K; or offeror gave notice of
rejection.
Y
Did conduct
recognize
existence of
K?