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
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.
Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.
Ms. Miller’s practice focuses on general manufacturing breach of contract and warranty disputes, automotive supply chain disputes, product liability lawsuits, trade secret claims, and business torts. Ms. Miller defends consumer class actions involving claims of breach of contract, breach of warranty, fraud, negligence, and unjust enrichment. Ms. Miller also routinely counsels clients on various commercial contract documents and supply chain issues. She is a member of the firm’s Business Litigation & Dispute Resolution Practice, Automotive Industry Team and Manufacturing Industry Team.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Tuesday, January 13, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Overview of Article 2 contract formation requirements
A. Statute of frauds
B. Quantity: requirements and output contracts
C. Contract interpretation: course of performance, course of dealing, and usage of trade
II. Overview of UCC 2-207
A. Acceptance
B. Additional proposed terms
C. The knockout rule
III. Court application of UCC 2-207 to "battle of the forms" cases: latest developments
IV. Importance of determining the offer
V. Impact of increase in e-commerce transactions on the battle of the forms disputes
VI. What's at stake: implied warranties
VII. Drafting best practices to minimize "battle of the forms" disputes
VIII. 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?
Related Courses
M&A Under New Amendments to the Delaware Corporation Law: Merger Agreements, New Safe Harbors, Deal Documents
Wednesday, November 19, 2025
1:00 p.m. ET./10:00 a.m. PT
Structuring General Aviation Dry Leases: Avoiding Illegal Charter Operations
Available On-Demand