This is an old rap I actually wrote my 1L year of law school before my contracts final. Fun fact: this actually ended up on my bar exam!

Here’s to 2-207!¹
Yessum! I wrote this for a test and
You know that I’ll never fail!
Here’s what you should gather from this lesson,
Grab a pencil, and listen to what I tell!
At common law², sir, an offer you authored
Was tossed when I brought ya
A form that did alter its terms, and what’s called the
Mirror Image Rule³ solved that old problem!
An offer’s carved out of an acceptance that ain’t match it’s terms!
That’s a different pachyderm from what we have to learn!
2-2-0
7, you know, whenever you quote
Me a figure, and I get right to ya, quick, not too slow
In writing, you go! To section 2
Fo’, acceptance has been met!
My different terms cannot be kept!
KO!⁴
But make way fo’
The additional, that’s if we’re merchants, then we’ll stick to those
Terms if, acceptance isn’t expressly limited
To the terms of the offer, and my terms don’t alter your offer
Materially! If you don’t like the terms,
Then you should be sharing with me
Your objection before or in a reasonable time after notice
Cuz if no, then you’ll find my
Additional terms in ya shit fo’ sho’! Why?!
2-207! That’s right! Now,
If my expression is definite and seasonable!
Acceptance is reasonably inferred by people
In the Court! But y’all are gonna learn quick!
You’re not a merchant if terms lurk in ya words, and
They’re in addition to the offer–They’re dropped!
You’re thinking “why”? But why not?
You’re not a merchant, by god!
But what about the last shot doctrine⁵?
No! We ain’t adopting that!
2-207 says: you’re locked up in the seller’s terms!
Without a chance for reprieve!
You’re not a merchant so terms get really uneven!
Now you know me! See I’m more bout the people!
In this Battle of the Forms, there should be an upheaval!
K! Now I’m off my soapbox! Ain’t gonna preach!
Let’s get back to the code, to old section 3!
Where the acceptance isn’t written, the seller’s outta luck!
But that’s where the code goes to the conduct!
When conduct shows the opposite of no,
When terms are agreed to, then the Court goes,
To 2-204 just to plug the holes,
With gap-filler terms, now can ya feel the burn?!
From this mental exercise, thee only dude
That spits fire with contracts to only you!
Now my name ain’t Smokey, but it ain’t no doubt,
That like a different term…this one got knocked the fuck out!

Footnotes

1. Referring to Article 2 of the Uniform Commercial Code, which covers contracts for sales of goods (i.e. items capable of being picked up and moved). Pennsylvania has largely adopted the code in
2. Common law refers to law determined by judicial precedent as opposed to statutory legislation. In other words, there is no law on the books to guide Courts in how rule on contracts in which the terms of the offer and acceptance don’t match. What came to be termed the Mirror Image Rule was determined by a judge’s decision as opposed to a statute, and subsequent courts look to that decision to determine when a contract has been formed.
3. For more on the Mirror Image Rule, check out “Mirror, Mirror” on JustMisterESQ on Youtube.
4. Refers to the knock-out rule, which states that different (as in conflicting) terms in a contract are removed. For example, if the parties exchange forms that, for whatever reason has conflicting provisions on where the soda should be stored, then both provisions are “knocked out” and courts look to UCC 2-204 to flesh out the terms.
5. Last shot rule/doctrine basically means that in a back and forth negotiation of contract terms, if a party fails to object to the last counteroffer (i.e., has the “last shot” at making his opinion heard) must impliedly accept any additional terms contained in said counteroffer. This is largely inapplicable in the UCC context in deals between merchants and non-merchants, since any additional terms added to the contract are dropped.

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