When Different Standard-Form Agreements Clash: Which UCC Section Applies?

Which UCC section applies when standard-form agreements used by two businesses contain different or opposing terms for important provisions?

1-107

4-407

2-207

3-307

It is possible that 2-207 is the correct answer.

Answer:

The UCC section that applies when standard-form agreements used by two businesses contain different or opposing terms for important provisions of their contract together is 2-207.

Uniform Commercial Code (UCC) Section 2-207 deals with the battle of forms in contracts. It addresses the situation where the parties involved have exchanged standard-form agreements with different or opposing terms, and are trying to reach a contract.

Under UCC 2-207, when an acceptance by one party contains terms that are different from or additional to those offered in the original offer, a contract is formed unless the acceptance is expressly made conditional on assent to the new terms. In case of differing terms, the additional terms become part of the contract unless:

1.** The offeror explicitly limits acceptance to the terms of the offer

2.** The new terms materially alter the offer

3.** The offeror objects to the additional terms within a reasonable time

If any of the above conditions are met, the acceptance is instead treated as a counteroffer that can be accepted or rejected by the original offeror. In cases where there are different or conflicting terms between the parties' standard-form agreements, UCC 2-207 provides a framework for determining the rights and obligations of the parties.

Therefore, the correct UCC section that applies in scenarios where different standard-form agreements clash in terms of important provisions is 2-207.