In analyzing these forms in light of the statute, it is important to work through all the decision points. Cases in which at least one form contains a term that provides that no contract will be formed unless the other party accedes to all of the terms on that form and offers no others. Cases in which there is a prior oral agreement. Cases in which the parties do not use forms but send a variety of messages and letters and conduct intermittent oral negotiations that ultimately produce an agreement. Other sources include the Official Comments to the U.C.C., the U.C.C. Digest, and the many law review articles on this topic.
Buyer is offeror.
Students often will claim that 7 of Buyer's Purchase Order is sufficient to prevent an acceptance from arising. A court, however, would characterize this provision as serving two other functions. First, it is a merger clause. Similarly, students often claim that 1 of Seller's Sales Confirmation serves this purpose. Point out to them that clauses relating to modification presume that there is first a contract to modify.