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

Conducted on Wednesday, September 16, 2020

Recorded event now available

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Course Materials

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.


The "battle of the forms" arises when there is a conflict between the terms and conditions in the form documents exchanged by contracting parties in a commercial sale of goods transaction. It is a complex and complicated area of contract law for attorneys due in part to the inconsistent application of UCC 2-207 by various jurisdictions as well as the increase in e-commerce transactions and the resulting increase in transaction documents. Losing the "battle of the forms" can cost a party hundreds of thousands of dollars.

The two key questions at the center of the "battle of the forms" are whether a contract exists and which party's terms govern the performance of the contract. Courts typically apply the "knock-out rule" when resolving a "battle of the forms" dispute. The rule allows conflicting terms to be "knocked out," or rejected, and replaced by UCC Article 2 gap-filler provisions if specific criteria are met.

Drafting comprehensive sales invoices, order forms, and related documents that specifically outline the intent of both parties and are signed by both parties is key to protecting the interests of both parties to the transaction.

Listen as our authoritative panel discusses recent case law trends involving the "battle of the forms" and best practices for counsel to minimize disputes over the formation of a sales contract and its governing terms.



  1. Overview of Article 2 contract formation requirements
    1. Statute of frauds
    2. Quantity: requirements and output contracts
    3. Contract interpretation: course of performance, course of dealing, and usage of trade
  2. Overview of UCC 2-207
    1. Acceptance
    2. Additional proposed terms
    3. The knockout rule
  3. Court application of UCC 2-207 to "battle of the forms" cases: latest developments
  4. Importance of determining the offer
  5. Impact of increase in e-commerce transactions on the battle of the forms disputes
    1. UETA and e-sign
    2. UCC embraces electronic contracting
  6. What's at stake
    1. Implied warranties
  7. Drafting best practices to minimize "battle of the forms" disputes
  8. 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?


Arora, Harsh
Harsh Arora

Kelley Kronenberg

Mr. Arora concentrates his practice on business litigation and complex domestic and international corporate transaction...  |  Read More

Harris, Charles
Charles E. Harris, II

Mayer Brown

Mr. Harris focuses his practice on a range of matters of paramount importance to the business community, including...  |  Read More

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