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Contract Law

UCC § 2-207

As you might have expected based on the previous problem, many lawyers, judges, and others came to believe that the common law "mirror image" rule did not work well in many circumstances, particularly the sale of goods. One of the concerns was the "last shot" problem: the fact that in many situations, the party that sent the last form was able to impose its terms on the other party. (Think about how the common law approach could lead to this result.)

The drafters of the U.C.C. attempted to address this problem in Section 2-207. While many of the UCC's provisions set forth rules that are essentially the same as the common law, Section 2-207 takes a very different approach. I recommend that you have access to Article 2 of the UCC as you read this provision and the next case. Be sure to look up the defined terms. Can you figure out how the UCC's approach differs from the common law?