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Battle of the Forms
Practical Law Glossary Item w-019-4543 (Approx. 3 pages)
Glossary
Battle of the Forms
The conflict between the standard forms exchanged between a buyer and a seller during contract negotiations.
Parties to commercial transactions often do business by exchanging documents instead of signing an agreement. For example, in a sale of goods transaction:
- The buyer typically sends a purchase order or request for quotation along with its standard terms and conditions.
- When responding to the buyer (such as in a sales confirmation or invoice), the seller usually sends its own terms and conditions, which are inconsistent with the buyer's standard terms.
Where both parties have exchanged documents attempting to impose their own separate and inconsistent standard terms into the contract, difficulties arise in determining which terms prevail. Uniform Commercial Code Section 2-207 generally governs battle of the forms issues related to sales of goods.
For more information on the battle of the forms related to the sale of goods, see Article, Preparing for the Battle of the Forms and Battle of the Forms Checklist. For presentation materials regarding the battle of the forms, see Standard Document, UCC Article 2 Battle of the Forms: Presentation Materials. For sample terms and conditions that address the battle of the forms, see Standard Documents, General Terms and Conditions for the Sale of Goods (Pro-Seller) and General Purchase Order Terms and Conditions (Pro-Buyer).