Article · Commercial
The Battle of the Forms and Other Everyday Disasters Under UCC Article 2
15 U.S.C. §§ 2301
- Type
- Article
- Jurisdiction
- National
- Date
- 2024-01-23
- Topic
- Commercial
Two companies agree on a purchase over the phone. The buyer sends a purchase order with its terms on the back; the seller sends an acknowledgment with different terms on the back. Neither reads the other's form. The goods ship, they fail, and now a court has to decide which arbitration clause, which warranty disclaimer, and which limitation of liability governs a contract nobody negotiated. This article works Section 2-207 and the three-step analysis it requires, explains why the knockout rule usually decides the outcome, and then walks the rest of the traps that Article 2 sets for people who assume common law contract rules apply. It covers the statute of frauds and the merchant confirmation exception that binds a party who never signed anything, the warranty structure and the disclaimer rules that must be conspicuous and must use particular words, the limitation of remedy that fails of its essential purpose and takes the consequential damages exclusion with it in some states but not others, the perfect tender rule and the seller's right to cure that swallows much of it, the notice of breach requirement that quietly bars more claims than any other provision, and the four-year limitations period that runs from tender rather than from discovery.
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