MBE Rules · Contracts
UCC §2-207 — contract by conduct
UCC §2-207(3)
The rule
When the writings of the parties do not form a contract but their conduct recognizes one, the terms of the contract are those on which the writings agree, plus UCC gap-fillers.
In plain English
If two parties act like they have a contract, even if their written terms don't match, the contract is based on the terms they agree on and standard rules fill in the gaps.
Worked example
A seller sends an invoice with extra terms, but the buyer pays and uses the goods. The contract includes agreed terms and standard terms for the rest.
Memory hook
Conduct Counts, Writings Don't! Actions form contracts when writings clash. Terms: agreed writings + UCC gap-fillers.
The trap
Students think: conduct implies acceptance of all terms. Wrong, because only agreed terms + UCC gap-fillers apply. The actual test is mutual conduct recognition.
How examiners test it
The MBE loves: conflicting purchase orders + delivery + payment. Question: which terms apply? Trap: assuming all terms from either party. Answer: only agreed terms + UCC gap-fillers.
Drill this rule until it can't fail you.
Vrenberg generates unlimited questions on this exact rule, tracks your mastery of it, and brings it back until it sticks.