🤝
Contracts • Formation Requirements
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
