MBE Rules · Contracts
UCC §2-207 — different (conflicting) terms
UCC §2-207 (different terms)
The rule
Different (as opposed to additional) terms in an acceptance: majority rule ("knockout rule") strikes both conflicting terms and supplies UCC gap-fillers. Minority rule treats them as additional terms.
In plain English
When two parties' contract terms conflict, most courts remove both conflicting terms and fill the gap with standard rules. Some courts treat them as new terms to be negotiated.
Worked example
A buyer's order says delivery in 30 days; the seller's confirmation says 45 days. Under the majority rule, neither term applies, and the UCC's standard delivery time fills in. Under the minority rule, they must negotiate the delivery time.
Memory hook
Dueling Terms? Knock 'Em Out! Conflicting terms cancel each other, UCC fills the gap.
The trap
Students think: Different terms are treated as proposals. Wrong, because they cancel out under the knockout rule. The actual test is using UCC gap-fillers.
How examiners test it
The MBE loves: buyer and seller forms with conflicting terms. Trap: students apply minority rule treating them as additional terms. Majority rule knocks them out.
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