How to Analyze UCC 2-207 and The Mirror Image Rule on a Contracts Essay ("Battle of the Forms")

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🎬 VIDEO INFO
How to Analyze UCC 2-207 and The Mirror Image Rule on a Contracts Essay ("Battle of the Forms")
COUNTEROFFER vs. ACCEPTANCE
When the offeree adds additional or different terms to the offer and sends it back (orally or on paper) - is this an acceptance or a counteroffer?
A counteroffer operates as both a rejection that terminates the original offer AND as a new offer.
MIRROR IMAGE RULE
Under the common law, the terms in the acceptance must match the terms of the offer exactly - otherwise it is not an acceptance, it is a counteroffer.
UCC 2-207 ("BATTLE OF THE FORMS")
Under the UCC, the acceptance does not have to mirror the offer and can include different or additional terms from those in the offer.
UCC § 2-207(1) determines whether the purported acceptance (containing different or additional terms) will operate as an acceptance or as a counteroffer.
It states: (1) A definite and seasonable expression of acceptance or written confirmation; (2) which is sent within a reasonable amount of time; (3) operates as an acceptance even though it states terms additional to or different from those offered or agreed upon; (4) unless acceptance is expressly made conditional upon assent to the additional or different terms. (UCC § 2-207(1)).
If the purported acceptance is a valid acceptance under UCC § 2-207(1), the next issue is whether the additional or different terms in the acceptance will govern the contract or whether UCC gap fillers will be implemented.
Under UCC § 2-207(2), the different or additional terms will govern the contract if BOTH parties are merchants UNLESS: (1) the initial offer expressly limited acceptance to its terms; (2) the different or additional terms materially alter the deal; or (3) the offeror objects to the different or additional terms within a reasonable amount of time.
If either party is NOT a merchant, or any of the 3 exceptions above apply, the different or or additional terms will NOT control and UCC gap fillers will be implemented.
THE KNOCKOUT RULE
Most courts apply the knockout rule with UCC § 2-207(2) to determine whether the new terms control or whether UCC gap fillers must be implemented. Under the knockout rule, a distinction is made between "different" and "additional" terms.
A different term is a term that was not included in the original offer that conflicts with the terms of the original offer. An additional term is a term that was not included in the original offer that does NOT conflict with the original offer.
Under the knockout rule, different terms in the original offer and acceptance knock each other out creating a gap in the contract. UCC gap fillers are then used to plug this gap (regardless of whether the parties are merchants).
The knockout rule does not apply to additional terms added in the acceptance. UCC § 2-207(2) will determine whether the additional terms control or whether UCC gap fillers must be implemented.
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[@myheyheyhey23]

Extremely helpful video! I don't know how you managed to pull of a video in 23 minutes what professors can't accomplish in multiple classes. This was the one part of the UCC I was stuck on and that helped a ton!!!

[@aurorac.v5546]

The more Studicata videos I watch, the more impressed I am. Michael is extremely talented and really deserves to succeed in his career. I am also very thankful as his videos are really helping me.

[@studicata]

Thank you so much for your support! Glad the videos have been helpful for you.

[@badboy4rill]

You're awesome! Keep posting man, a lot of students are grateful for this, I know am. I pray you're blessed back for this.

[@jaeyoungchoi5847]

I LOVE YOU... I spent 5 hours yesterday (failing) trying to understand this concept and you explained it to me in less than 25 minutes. Thank you so much. BLESS

[@autumnorfall]

GREAT explanation. My professor wrote the book we use and wasn't this clear. BLESS YOU.

[@studicata]

Thank you so much! I'm glad this video was useful for you.

[@ltony6907]

I am currently a 1L and I can't thank you enough for ALL of your great, informative, and well-delivered videos. I have learned so much from YOU and more than I could ever understand from the textbooks that I've been reading. Your examples truly bring it home for me in understanding the concepts. I wanted to take the time to tell you how much you are truly appreciated and THANK YOU !!!

[@burrujack306]

Keep on keeping on brother. I was devastated in class just last week when Pro. dropped this bomb but here you come, giving me bite-size pieces I can digest.

[@johntreilhard1868]

Great video! Thanks for posting this.

[@roderickbrown8516]

Thanks man. I was getting sick of trying to get this from the video I was originally trying to watch. The instructor's voice was like fingernails on a chalkboard, and his energy was so low coffee was barely keeping me up through his 90 seminars. You nailed it for me though. Much respect.

[@deidrepaez5263]

Love this guy!! You help me understand the Battle of Forms so much better than my law professor. I mean she is good but I was still soo lost on this. You explained it well and now I understand it better.

[@emmarush7671]

Seriously, this was amazing. Thank you so much for all the work you've done!

[@studicata]

Thank you, happy to help! 👍

[@laurawondratschek436]

I am going to watch every single video from you!!! :D thank you very much!

[@markharrington4073]

Appreciate you breaking it down. I wish my prof. didn't hate all of us and did this.

[@phamarmy]

YOU'RE THE F-ING MAN! IF YOU ARE EVER IN HOUSTON, DRINKS ON ME!

[@studicata]

Thank you, absolutely!

[@JohnDoe-uw4ov]

Great explanation. Thanks a ton!

[@newplanman9836]

😵😵😵😂Dude...you're a beast on this lesson...Str8 K.O. No prisoners taken, floor is mopped, no evidence found! Awesome 🙏🙊🙈🙉🙏

[@studicata]

😂 Thank you! I do enjoy eating some UCC 2-207 for breakfast in the morning.

[@catherinelomeli9246]

so helpful!! thank you! my mid-term is next week and I learned so much in a few days watching your videos

[@studicata]

No problem, happy to help!

[@MEM2022]

This is exactly what I was looking for!

[@ilove2act2010]

this was def the hardest concept for me in class! thanks for helping me study for my final :)

[@jennifertan8565]

This really help me to shed the light of 2-207. Thanks.

[@hannahmyers8184]

Thank you so much for this video! My professor did a good job of explaining it, but I was still confused. This video made this concept SO much easier to understand.

[@studicata]

Awesome, glad this video was helpful for you!

[@adileneramirez1623]

Reviewing for my contracts final right now, and I had looked back at my professor's lecture and my TA's review on UCC-2-207, and I still didn't get it. You basically cleared up everyting for me in less than half an hour. Thank you so much!

[@studicata]

Awesome-wishing you the best on your exam!

[@thefearstrategist8195]

Thanks for taking time to simplify this.

[@studicata]

No problem! I always enjoy discussing UCC § 2-207.

[@Amelia-jf6ju]

Thanks for breaking this down for easy understanding.

[@studicata]

No problem, happy to help!

[@jaydenhanson1029]

SO much better than how my law professor lectures. I wish I knew about this sooner!

[@AntiMasonic93]

Wow, this guy is full of energy.

[@studicata]

Nothing gets me excited quite like UCC 2-207 does!

[@MarkWeiss100]

This video is amazing, thank you!

[@studicata]

No problem, thank YOU for the support!

[@solomondavid329]

Thank you ! You are a good teacher. You can be my teacher.

[@matthiasuzoaru3460]

Got it. Thank you.

[@realhistory8746]

thank you for this

[@Curubita6503]

Thank you so very much for your videos. I am a paralegal (English is my second language) and the way you explain is so easy to understand even the most boring topics!!! Thank you!

[@studicata]

Happy to help!

[@NamasteCC]

Thank you

[@studicata]

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[@alerella2000]

This absolutely saved me! I feel like I should send this to my professor lol Thank you!

[@maxletterman9176]

Studicata, as a first semester Law student I feel I am obliged to give you my expert opinion, at 1:23 you say it can be an offer or acceptance for the sale of real estate and that is incorrect. That would not be governed by the UCC because it does not involve the sale of goods. Thanks for coming to my Ted talk

[@nicksmith8159]

Thank you so much. My professor was less than stellar and you are saving my life.

[@studicata]

No problem, happy to help!

[@elleryharvey8653]

pretty sure this video has changed my life!!! thank you from a 1L!!!

[@studicata]

Awesome, happy to help!

[@samwilliams4620]

you are a godsend michael

[@elizabethramirez-qt2gj]

THANK YOU!

[@studicata]

No problem, happy to help!

[@stingygunner]

Our professor also differentiated b/t additional terms between merchants and between merchants/customers. Between merchant and customer, additional terms are just proposals that disappear upon acceptance or performance (I think).

[@studicata]

Yes! Under UCC § 2-207(2), If either party to the contract is NOT a merchant and the new term is an ADDITIONAL term (not a different term), then the additional terms are to be construed as proposals for addition to the contract. However, if BOTH parties are merchants and the new term is an ADDITIONAL term (not a different term), then the additional terms become part of the contract unless any of three exceptions below apply. UCC § 2-207(2) states: "The ADDITIONAL terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received." (emphasis added). Notably, most courts do not apply UCC § 2-207(2) if the purported acceptance contains DIFFERENT terms (terms that conflict with the original offer). In this situation, most courts apply the knockout rule. Under the knockout rule, different terms in the original offer and acceptance knock each other out creating a gap in the contract. UCC gap fillers are then used to plug this gap (regardless of whether the parties are merchants).

[@JacobiEllsberry]

An absolute boss.

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i love you man

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[@yoselinnegrete9172]

Thank you!!!!

[@studicata]

You're welcome!

[@danielgottlieb2723]

Should we apply 2-207 or the knock out rule on the UBE? I'd assume for the MEE we should discuss both, but on MBE questions which rule should be applied?

[@willpurdy1735]

Does the UCC or Common Law govern large-scale real estate transactions of a commercial nature, and if the Mirror Image Rule governs, how is that not injurious to a prevailing policy objective of efficient marketplace transactions? Appreciate all your content!

[@daisycuevas5010]

THIS WAS LIFE CHANGING. THANK YOU!!!!!!!!!!!!!!!!!!! If you're ever in Boston, drinks on me.

[@daisycuevas5010]

ps. is this a unilateral contract? ^

[@studicata]

Thank you, absolutely! 😂

[@studicata]

@@daisycuevas5010 Haha, that is actually tricky. A unilateral offer arises from a promise that requires acceptance by an action or performance of the promisee. Here, I do not think that your offer requires me to accept by coming to Boston. Therefore, it is likely a bilateral offer. Nonetheless, assuming that I accepted, we probably would not have a traditional, enforceable contract due to lack of consideration. Unfortunately for me, this looks more like past consideration or a conditional gift than a bargained-for exchange. However, what if I relied on your promise of free drinks and bought a plane ticket to get to Boston . . . Promissory Estoppel? 😭

[@cassyslife2983]

@@studicata I am studying for the bar and found this response to be just the comedic relief I needed to peek my head up from this deep dark hold. Haha, thanks!

[@TaeKwonDoCZ1]

@@studicata Could we instead state that, in the aforementioned example, the performance of drinking something with her necessarily implies a weekend in Boston and, hence, collateral, subsidiary conducts such as the purchase of a Boston-bound flight ticket? In other terms, can the semantic latitude of "performance" include all that is mandatory in order to accomplish that specific performance, i.e. flight, hotel and so on? If so, I think that we could properly find that our Boston friend's invitation represents a unilateral contract. Of course it is my mere opinion. I love your videos! I am an Italian lawyer and, after my LL.M., I am going to take the Bar Exam. Gold bless you, Michael!

[@user-oi8yj4uc8p]

Thanks so much for this video 😃😃😃🐯

[@studicata]

No problem, happy to help!

[@BP-or2iu]

UCC applies to all sales of goods, as outlined by the code, between even private parties, right? Or does one HAVE to be an actual merchant?

[@aaronguerrero3530]

Ty g

[@studicata]

💪

[@DontDropYet]

you are amazing

[@studicata]

Thank you!! 🙏

[@tylermarshall6714]

How about refusal for cause

[@karlam.candogan5693]

Hero 🙌🏻

[@studicata]

Thanks for the support! 💪

[@nirapandya9949]

What if both parties are not merchants? What happens under the 2-207 analysis to determine whether the new terms govern? Thank you so much. These videos are amazing!

[@tateman26]

Then the new or different terms are considered proposals to be separately negotiated.

[@divenadonthi]

What about subsection 3????

[@jorgegarza323]

Did he not talk about 2-207(3)? I'm not sure if he was assessing (2) as (3).

[@MrDante40]

"SSA violates all the parts of 2-207." When I create documents, I do exactly what he is explaining.

[@alexandradarling3661]

Do you know what restatement applies to the mirror-image rule in common law?

[@parkerneill529]

Restatement Second of contracts 61

[@joannthomases9304]

Has it changed to 1-308 ?

[@zerowastecalifornia]

Thank you!! If you're ever on the moon, drinks on me!

[@joannthomases9304]

Nevermind, forget that product, for all that, just keep it.

[@byronbombastic3421]

If you are ever in south Florida Drink on me bro!!

[@zaretser1]

he always forget about K fourth element is sufficient specificity of the essential terms

[@jonathanlindsey7623]

Thou shalt have no other Gods before me

[@jonathanlindsey7623]

I'm in Jesus' name