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Contracts • Contract Formation
K#032
Legal Definition
There is no clear authority on this. Some courts treat different terms like additional terms, but other courts find that different terms are knocked out and replaced with UCC Gap Fillers.
Plain English Explanation
This will be covered more in depth in other cards, but, essentially, when certain important terms are missing in a UCC contract, there are standardized "Gap Filler" terms that the law will automatically pop into the agreement. Generally, this only applies to when the terms never existed in the first place. However, in some courts, in some cases where terms between parties conflict, those conflicting terms are "knocked out" (replaced) with gap fillers.
Hypothetical
Hypo 1: Bob and Sam are merchants. Bob offers to sell Sam a crate full of widgets, delivered to Sam's home. Sam agrees, but asks that the crate of widgets be delivered to Sam's warehouse in the mountains. Result: Since the location for delivery terms conflict, some courts will "knock out" both of the terms and replace them with a UCC gap filler. The UCC gap filler for "place of delivery" is "seller's place of business," which means Sam would need to pick up his crate of widgets from Bob's place of business.
Visual Aids
Related Concepts
Are offers assignable?
Are pre-existing duties valid consideration?
Can partial payment of a debt be consideration for release of that debt?
How can an offeree reject an offer?
How do courts assess the adequacy of consideration?
How may an offer be revoked?
Though offers can generally be freely revoked, what are the 4 exceptions?
Under battle of the forms, what happens to additional or different terms in an acceptance when at least one of the parties is a non-merchant?
Under battle of the forms, what happens to additional terms in an acceptance between two merchants?
What are consideration substitutes?
What are illusory promises and how do they affect a contract?
What are requirement and output contracts?
What are the methods of terminating an offer?
What are the requirements of an offer?
What are the UCC Gap Fillers?
What is acceptance?
What is a contract?
What is a merchant's firm offer?
What is an option contract?
What is consideration?
What is detrimental reliance?
What is promissory estoppel?
What is required to form a valid, binding contract?
What is the effect of a conditional acceptance on an offer?
What is the effect of a contract that contains vague or ambiguous terms?
What is the effect of a contract that is missing price terms?
What is the effect of a contract that is missing quantity terms?
What is the effect of a counteroffer on an offer?
What is the effect of a lapse of time on an offer?
What is the effect of an offeree beginning to perform in response to an offer?
What is the effect of a seller sending non-conforming goods?
What is the effect of including additional or different terms to an offer?
What is the effect of part performance of a unilateral contract?
What is the effect of the death of a party prior to acceptance of an offer?
What is the Mailbox Rule and when does it apply?
When are advertisements valid offers?
When are price quotes valid offers?
When is past or moral consideration valid?
Who controls the method of acceptance, and what are the typical ways that an offer is accepted?
