Section 2-207 of the US Uniform Commercial Code
By administrator TORSTEN FENSBY
With the adoption of the Uniform Commercial Code (UCC) in all states but Louisiana in the 1950–60s, the US extensively modernized its contract formation law, and, in particular, the Common Law offeracceptance rule. The revised offer-acceptance formula is now embodied in Section 2-207 of the UCC. It provides a set of rules tailored to deal primarily with transactions where both parties — in the exchange of offer and acceptance — use printed forms (a practice generally referred to as “the battle of forms”). On the basis of legislative and scholarly material on the issue, this article attempts to establish the underlying purposes and intended functioning of the Code offer-acceptance formula.1
1. The US offer-acceptance rule at the turn of the century
1.1 The mirror-image rule
Under US law, the offer-acceptance rule was commonly known as the ”mirror-image rule”.2 Under this Common Law principle (i. e., case-law developed principle), a response to an offer was effective as an acceptance only if the terms of the reply exactly matched
1 This article constitutes a summary of a research paper on US contract formation law written in Spring 1991 at University of San Diego Law School. I would like to thank Torsten och Hjalmar Söderbergs stiftelser and Uppsala University for the provided financial support and Prof. Ulf Göranson for having made the US sejour possible. Comments by Professor Hugh Ault (Boston College University) and John Neighbour (OECD) are gratefully acknowledged. 2 Some of the US commentators who have discussed the mirror-image rule include Baird/Weisberg, Rules, Standards, and the Battle of Forms: A Reassessment of par. 2-207, 68 Va.L.Rev. 1217,1231 (1982); Barron/Dunfee, Two Decades of 2-207: Review, Reflection and Revision, 24 Clev. State L.Rev. 171,175 (1975) [hereinafter Barron/Dunfee]; Corbin, Corbin on Contracts, One Volume Edition, p. 130-142 (1952); Davenport, How to Handle Sales of Goods: The Problem of Conflicting Purchase Orders and Acceptances and New Concepts of Contract Law, 19 Bus.Law. 75,76 (Nov.1963); Farnsworth, Farnsworth on Contracts, Volume 1, p. 258-262 (1982); Formation of a contract-acceptance, 105 U.Pa.L.Rev. 836,850 (1957); Gedid, A Background to Variance Problems Under the Uniform Commercial Code: Toward a Contextual Approach, 22 Duq.L.Rev. 595 (1984); Lipman, On Winning the Battle of Forms: An Analysis of Section 2-207 of the Uniform Commercial Code, 24 Bus.Law. 789,791 (1969) [hereinafter Lipman]; Nordstrom, Handbook of the Law of Sales p. 92-93 (1970); Note, Contract Draftmanship Under Article Two of the Uniform Commercial Code, 112 U.Pa.L.Rev. 564,567 (1964); Note, Contractual Interactions and the Uniform Commercial Code, 89 Yale L.J. 1396,1405 note 46 (1980); Resnick, Conflicting Boiler Plate - Effect of the Uniform Commercial Code, 18 Bus.Law. 401,402 (Jan.1963); Wagner, Offer and Acceptance, 11 Vill.L.Rev. 95 (Fall 1965); Willinston, Selections From Willinston on Contracts, p. 91-93 (1938).