Editing Uniform Commercial Code (section)

===Section 2-207: Battle of the forms===
{{Main|Offer and acceptance#Battle of the forms}}
One of the most confusing and fiercely litigated sections of the UCC is Section 2-207,<ref>{{UCC|2|207}}</ref> which Professor [[Grant Gilmore]] called "arguably the greatest statutory mess of all time".<ref>{{cite journal |author = Mark E. Roszkowski|year= 2001|title= Symposium on Revised Article 2 of the Uniform Commercial Code: Section-by-Section Analysis|journal= SMU Law Review|publisher= [[Dedman School of Law]], [[Southern Methodist University]]|volume= 54|pages= 927 |url=https://scholar.smu.edu/cgi/viewcontent.cgi?article=1866&context=smulr}}, quoting Letter from Grant Gilmore, Professor, to Robert Summers, Professor, Cornell University School of Law (September 10, 1980), reprinted in {{cite book |author= Richard E. Speidel|title= Teaching Materials on Commercial and Consumer Law|edition= 3rd|publisher= West Publishing Co.|year= 1981|pages= 54{{endash}}55}}.</ref> It governs a "battle of the forms" as to whose [[standard form contract|boilerplate]] terms, those of the offeror or the offeree, will survive a commercial transaction where multiple forms with varying terms are exchanged. This problem frequently arises when parties to a commercial transaction exchange routine documents like [[request for proposal|requests for proposals]], [[invoice]]s, [[purchase order]]s, and order confirmations, all of which may contain conflicting boilerplate provisions.

The first step in the analysis is to determine whether the UCC or the common law governs the transaction. If the UCC governs, courts will usually try to find which form constitutes the [[offer and acceptance|offer]]. Next, the offeree's acceptance forms bearing the different terms is examined. One should note whether the acceptance is expressly conditional on its own terms. If it is expressly conditional, it is a counteroffer, not an acceptance. If performance is accepted after the counteroffer, even without express acceptance, under 2-207(3), a contract will exist under only those terms on which the parties agree, together with UCC gap-fillers.

If the acceptance form does not expressly limit acceptance to its own terms, and both parties are merchants, the offeror's acceptance of the offeree's performance, though the offeree's forms contain additional or different terms, forms a contract. At this point, if the offeree's terms cannot coexist with the offeror's terms, both terms are "knocked out" and UCC gap-fillers step in. If the offeree's terms are simply additional, they will be considered part of the contract unless (a) the offeror expressly limits acceptance to the terms of the original offer, (b) the new terms materially alter the original offer, or (c) notification of objection to the new terms has already been given or is given within a reasonable time after they are promulgated by the offeree.

Because of the massive confusion engendered by Section 2-207, a revised version was promulgated in 2003, but the revision has never been enacted by any state.