UCC Battle of the Forms: Resolving Conflicting Terms in Orders, Invoices, and Related Documents
Minimizing Disputes Over Contract Formation, Enforceability, Terms and Conditions in Sale of Goods Transactions
Recording of a 90-minute CLE webinar with Q&A
This CLE course will examine common causes of the "battle of the forms" in UCC sale of goods transactions and explain best practices for drafting and administering sales documents to minimize disputes over whether an enforceable contract exists and the terms and conditions of that agreement. The panel will discuss how various courts have applied and interpreted UCC 2-207 when the terms and conditions of orders, invoices, quotes, offers, acceptances, and other documents involved in the purchase and sale of commercial goods conflict.
- Overview of Article 2 contract formation requirements
- Statute of frauds
- Quantity: requirements and output contracts
- Contract interpretation: course of performance, course of dealing, and usage of trade
- Overview of UCC 2-207
- Additional proposed terms
- The knockout rule
- Court application of UCC 2-207 to "battle of the forms" cases: latest developments
- Importance of determining the offer
- Impact of increase in e-commerce transactions on the battle of the forms disputes
- UETA and e-sign
- UCC embraces electronic contracting
- What's at stake
- Implied warranties
- Drafting best practices to minimize "battle of the forms" disputes
- Managing the contracting process
The panel will review these and other key issues:
- What impact has the increase in e-commerce transactions had on "battle of the forms" disputes?
- How have courts applied UCC Section 2-207 when resolving "battle of the forms" disputes?
- What drafting strategies have been effective for minimizing the likelihood of "battle of the forms" disputes?
Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction... | Read More
Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction matters. His robust general counsel practice focuses on preventative counseling and solid business structuring. Mr. Arora routinely advises online businesses to protect their intellectual property, establish clear internal guidelines and procedures, negotiate commercial contracts, navigate regulatory compliance issues, handle other high-stakes business matters, and resolve controversies through litigation or different forms of alternative dispute resolution.Close
Charles E. Harris, II
Mr. Harris focuses his practice on a range of matters of paramount importance to the business community, including... | Read More
Mr. Harris focuses his practice on a range of matters of paramount importance to the business community, including class actions, arbitration agreements, contract and real estate disputes, administrative actions, and privacy and cybersecurity. He has also handled many First Amendment cases alleging defamation and other privacy torts. In addition, as a registered patent attorney, Mr. Harris has litigated patent, copyright, trademark and trade secrets disputes. He also represents clients on appeal in both federal and state courts.Close