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Product ID: 401594EAU
 
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Battle of the Forms and Managing the Contracting Process

OnDemand Webinar (86 minutes)

Are your contracting practices effective? Ensure your terms are communicated clearly to avoid costly litigation.Effective contracting practices are critical to ensuring that contracts are made on acceptable terms. Ineffective practices can lead to a failure to achieve required terms or worse, a contract on terms that are contrary to one's objectives. Our fast-paced world increases the pressure as it is very easy for conflicting terms to be exchanged electronically without a complete meeting of the minds of the prospective parties. Learn how to control the contracting process to avoid unacceptable terms by avoiding or winning the battle of the forms.

Authors

Darrell W. Pierce, Dykema Gossett PLLC

Agenda

Applicable Law

  • UCC Article 2 - Sales of Goods
  • Other Applicable Law

Basic Advice

  • Fact-Specific Results
  • Objectives; Key Misconceptions

Contracting - Minimum Requirements

  • Statute of Frauds
  • Electronic Contracting
  • Consideration

- Firm Offers

  • Quantity: Output and Requirements Contracts

Contract Formation

  • Offer and Acceptance
  • Contracts in Context

- Course of Performance, Course of Dealing and Usage of Trade

The Battle of the Forms - UCC 2-207

  • UCC Favors the Existence of a Contract
  • Acceptance Can Occur Even If Different Terms Proposed

- Conduct Creates Contract When Writings Do Not

  • Merchants: New Terms Are Proposals

- Materiality of New Terms

  • The Knockout Rule
  • UCC Implied Terms
  • Implied Warranties

- Merchantability

- Title: No Infringement

- Fitness for Particular Purpose

  • Disclaiming Implied Warranties

A Knockout Rule Example

Fighting the Battle of the Forms to a Draw

Real World Issues

  • Lack of Mirror Image Contract
  • Importance of Determining the Offer
  • Course of Dealing; Layered Contracting
  • Negotiations Break Down

Controlling the Process

  • Avoiding Traps; My Way or the Highway

Practical Considerations/Recommendations

  • Education and Communication
  • Maintain Discipline; Award Letters

Additional Formats

Audio & Reference ManualMore Info