BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, August 27, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

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.

Faculty

Leah R. Imbrogno
Partner
Foley & Lardner LLP

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Jim Butler
Senior Counsel
Thompson Hine

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

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.

Outline

  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

Benefits

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?