This Form is Your Form (UCC Battle of the Forms)

13,104
Published by Mark DeAngelis at 01/05/2011 02:06 Like 79 Dislike 0
This is a "Law Lessong" - a law lesson in a song, that summarizes some of the legal principles applicable under the Uniform Commercial Code for formation of sales contracts. In my experience, the Battle of Forms issue under the UCC seems to give students dreadful problems. The rules under the UCC can be confusing because there is a general rule for non-merchants, a different rule for merchants and then exceptions to the rule. So, you end up with "if this then that but if this then that but if this, this or this, then something else." I think that the song helps!

Audio files for more law lessongs can be found here: http://sites.google.com/site/blawprof/lawlessongs(lawless...
More "Law Lessong" videos will be posted at the Legal Studies Classroom blog: http://legalstudiesclassroom.blogspot.com/

The melody is based on "This Land is Your Land" written and recorded by Woody Guthrie. hthttp://en.wikipedia.org/wiki/This_Land_Is_Your_Land

No copyright infringement is intended. This song is offered and intended for educational use only and has no commercial value.

This Form is Your Form

Words by M. DeAngelis
Tune: This Land is Your Land

Refrain: This form is your form, that form is my form.
They show a contract for us to perform.
You sent and order, I sent an invoice.
What terms are binding on you and me?

I am a merchant. I am a seller.
You're not a merchant, just a regular fella'.
And my invoice is an acceptance.
But additional terms aren't binding on you and me.

If you're a merchant, our forms do battle.
It isn't merely, idle prattle.
We have a contract, and the invoice terms are added in,
Unless it's an exception, and there are three.

This form is your form, that form is my form.
They show a contract for us to perform.
You sent and order, I sent an invoice.
What terms are binding on you and me?

Between merchants, new terms are binding,
Unless you find them, quite surprising.
If unexpected, then material alteration you'll claim,
And the new terms aren't binding on you and me.

Perhaps your offer expressly stated,
Contract terms could not be annotated,
Or perhaps you previously objected to the invoice terms,
Or you raised your objection, timed reasonably.

This form is your form, that form is my form.
They show a contract for us to perform.
You sent and order, I sent an invoice.
What terms are binding on you and me?

* If you are new to TubeEncore, please refer to instruction to find out all the features of this website.

Latest comments

  1. Mark DeAngelis, at 05/10/2013 01:06, says:
    Yes. (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) the offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
  2. Fran Shepard, at 05/09/2013 23:25, says:
    Wait, I'm confused. Doesn't UCC 2-207(2) specify that those exceptions are only "[b]etween merchants"?
  3. freakylocz14, at 12/11/2012 23:24, says:
    My contracts exam is on Tuesday. I hope I do good on it, because I feel like I totally BOMBED my Crim Law exam.
  4. TheJansport1, at 12/02/2012 02:46, says:
    Thank you! Great stuff! My contracts final is on Tuesday and this helped a lot!
  5. Madisyn Coniglio, at 06/25/2012 04:38, says:
    Thank you for making bar study a bit less painful!
  6. Mark DeAngelis, at 03/12/2012 13:16, says:
    The UCC is the Uniform Commercial Code, a statute adopted by state governments in the U.S. Article 2 of the UCC establishes the law that applies to contracts for the sale of goods. Thanks for watching.
  7. jikata1234, at 03/11/2012 16:38, says:
    what is UCC.. I am not american
  8. shoegazed, at 01/25/2012 22:40, says:
    This song helped me get an A in law school.
  9. Annette Dyson, at 12/04/2011 20:47, says:
    That was the best thing ever. I wish I would have heard that back in September. Good luck on finals everyone! Ahhhh
  10. doubledevil, at 12/04/2011 09:37, says:
    This is awesome! Good luck everybody on their upcoming finals!!
  11. chip88angel, at 10/08/2011 20:47, says:
    I swear this song just helped me decipher 2-207. Awesome!
  12. Ginger Franz, at 10/01/2011 02:40, says:
    It all makes perfect sense Jep!

Do you know Youtube doesn't replay videos automatically?

Visit TubeEncore.com or replace "youtube" by "tubeencore" in a YouTube video URL to:

  • Replay the video automatically.
  • Select auto replay the whole video or any portion of it.
  • Download the video.
  • Share the video to your friend in the easiest way.
  • Search and replay other Youtube videos.