MBE Rules · Contracts
UCC §2-207 — additional terms between merchants
UCC §2-207(2)
The rule
Between merchants, additional terms in an acceptance become part of the contract unless: (1) the offer expressly limits acceptance to its terms, (2) the new term materially alters the contract, OR (3) the offeror objects within a reasonable time. Material alteration paradigm: arbitration clauses, warranty disclaimers, limitation of remedies.
In plain English
When two businesses make a deal, new terms in a reply can become part of the contract unless the original offer says no changes, the new terms are a big change, or the other party quickly says no.
Worked example
Company A offers to sell goods to Company B. B replies, adding a clause for delivery insurance. A doesn't object. The insurance term becomes part of their contract because A didn't limit changes or object.
Memory hook
Merchants' Mix: Added terms stick unless blocked. Between merchants, extra terms join unless limited, material, or timely objected.
The trap
Students think: Any new term is automatically in. Wrong, because material alteration or objection stops them. The actual test is if the offer limits terms, material change, or objection.
How examiners test it
The MBE loves: merchant accepts with extra term like arbitration. Question: is it in? Trap: assuming all terms stick. Check for material alteration or quick objection.
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