- videocam On-Demand
- signal_cellular_alt Intermediate
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- schedule 90 minutes
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
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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.
Presented By
Mr. Butler is a member of the firm’s Business Litigation practice group in Dayton, providing strategic advice and representation to clients regarding supply chain issues, with a particular focus on Article 2 of the Uniform Commercial Code, electronic contracting, “Battle of the Forms,” and contracts by performance. He also handles pre-litigation counseling and trial representation in disputes involving supply, installment, and requirement contracts, software agreements, equipment and tooling, and trade secrets. Mr. butler has represented clients in commercial disputes and litigation across a range of industries, including automotive, aerospace, pharmaceutical, medical equipment, general manufacturing, and construction supply. An experienced trial counsel, his practice also includes intellectual property and general commercial litigation.
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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Tuesday, August 27, 2024
- schedule
1:00 p.m. ET./10:00 a.m. PT
Outline
- 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
- Acceptance
- 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
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?
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