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 video 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 in minimizing the likelihood of "battle of the forms" disputes?
Mr. Butler is senior counsel in the firm’s Business Litigation practice area. He focuses on disputes involving... | Read More
Mr. Butler is senior counsel in the firm’s Business Litigation practice area. He focuses on disputes involving the Uniform Commercial Code, employer intentional tort, employment disputes, product liability, intellectual property and general commercial litigation. Mr. Butler rejoined the firm in 2021 after serving as Speaker Pro Tempore of the Ohio House of Representatives. Prior to his service as Speaker Pro Tempore, he served as chairman of the House Judiciary Committee and Civil Justice Committee. During his nearly 10 years serving as an Ohio state representative, Mr. Butler also served as vice chairman of the Rules Committee and as a member of the House Criminal Justice Committee, Health Committee, Education Committee and Finance Committee.Close
Leah R. Imbrogno
Foley & Lardner
Ms. Imbrogno assists corporate clients, specifically manufacturing and automotive companies, throughout all phases of... | Read More
Ms. Imbrogno assists corporate clients, specifically manufacturing and automotive companies, throughout all phases of complex commercial litigation, mediation, arbitration, and international arbitration. She has successfully litigated and tried cases in state and federal courts, the American Arbitration Association and the Singapore International Arbitration Centre. Ms. Imbrogno has substantial experience in breach of contract, supply chain, warranty, recall and products liability litigation, as well as in defending manufacturers against class actions and managing trade secret claims and shareholder disputes. She is a frequent author and presenter on supply chain and other contract issues.Close