Contracts: The UCC 2-207 Beast

Last night I had a nightmare that seemed to last all night.  No joke.  I was in some old fashioned exam hall with wood paneling on the walls (bizarre detail, I know) and I was taking the Contracts final.  Worst part was that there were 3 (THREE!) essays.  The first one I couldn't remember a single thing.  I just kept trying to remember what consideration was.  I turned it in and before I started on the second essay Osborn returned the first (super-human powers of grading I suppose) and I got one point.  ONE POINT.  Out of 72 total points.  I honestly have no clue why the essay was out of 72 points, but that's what I remember.

On the second essay the same thing happened and when I got it back I got one point again.  It was seriously horrifying because everyone around me got either 43 points (again, it's weird I remember that detail) or 72 points.

Right before I started the third essay I asked Professor Osborn, "What is going on?  Can I even pass the class now?!"

What he said next will be forever seared in my brain...

"You clearly just don't understand Contracts."

I woke up at that point, looked at my clock and it was 6:22 am.  I felt like the dream lasted all night.  I was SO grateful it was just a dream.  It's amazing what your subconscious will reveal in times of stress...

Ok, on to the point of the story: Back when we were studying UCC 2-207 in Contracts (Battle of the Forms section) I thought to myself how I should really write a song to remember this beast.  This morning, after my contracts nightmare, I did just that.  Talk about motivation.

It is sung to the tune of Ben Rector's "Loving You is Easy." (He is really great...definitely check him out when you have a life after finals.)  It's kind of hard to hear since there are a lot of words, so lyrics are here as well.

"Loving 2-207's Easy"

Loving 2-207’s easy

It’s easier than one two three

We’re in law school so consequently

It’s coming so naturally

The mirror image rule is replaced by it

Additional and different terms are surely legit

It’s still an acceptance under subsection ONE

With one easy exception:

If acceptance is conditional

on assent of offeror, it’s traditional

And if it is not definite or seasonable

There’s no acceptance, sorry!

It’s easy

It’s easy

It’s easy

2-207’s easy

Let’s say offerees acceptance

Is not conditional at all

Then we go to subsection 2

With the added terms here’s what you do

They’re called proposals meaning they’re not part of the K

Unless they are accepted by the parties that way

If both parties are merchants they ARE part of the K

Of course with some exceptions!

1) Acceptance is limited to terms of the offer

2) the terms materially alter the K

3) Notice of objection to the terms comes today

2-207’s easy

It’s easy

It’s easy

It’s easy

2-207’s easy

The hardest part- subsection 3

Proviso’s evoked….you’ll see

If writing doesn’t form a K but conduct does

The conduct will make the K and that is because

The UCC will fill the gaps by adding some terms

Why kill the K completely?

For example if no time is specified

For delivery it’s just a reasonable time

The UCC  subsection 3 is only for when

Acceptance is conditional

It’s easy

It’s easy

It’s easy

2-207’s easy…