First: there is no document called "US contract law"
In Uzbekistan the question is simple — you open the Civil Code. In the US you have to answer three questions first, and only then look for a rule.
- Which state? There is no federal contract code. Contract law is state law, fifty-one bodies of it, and they differ.
- What kind of contract? Article 2 of the Uniform Commercial Code, quoted below, covers the sale of goods. Services, software licences, leases, employment and real estate are not within it.
- Is this rule law? The UCC is not itself law — it is a model text. Each state enacts it, and amends it as it enacts it. What follows is the uniform text.
Everything outside Article 2 is the common law, which lives in the cases. It cannot be cited here as a free official source, so this article states no rules about it. That boundary is not a shortcoming but honesty: what cannot be cited is not asserted.
How a contract is made: § 2-204
Article 2 lowers the formality deliberately:
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
Subsection (2) allows a contract whose moment of making is undetermined. And subsection (3) is the important one:
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
This is the opposite of the Uzbek approach. Under art. 364 of the Civil Code, an unagreed essential term means the contract was never made. Section 2-204(3) goes the other way: the court tries to save the contract where the parties plainly wanted one.
Withdrawing an offer: § 2-205
The general rule is that an offer can be revoked. The exception is called a firm offer, and it has four conditions:
- the offer is made by a merchant;
- in a signed writing;
- whose terms give assurance that it will be held open;
- and if that assurance is on a form supplied by the offeree, the offeror must sign it separately.
Plus a ceiling: for the time stated, or a reasonable time if none is stated, but in no event more than three months.
For contrast, art. 368 of the Uzbek Civil Code: there an offer is simply irrevocable during the acceptance period, with no merchant requirement, no signature requirement and no three-month cap.
Acceptance: § 2-206
The language is again expansive: acceptance may be given "in any manner and by any medium reasonable in the circumstances" — unless the offer's language or the circumstances unambiguously indicate otherwise.
An order for prompt shipment can be accepted two ways: by a prompt promise to ship, or by prompt shipment itself — even of non-conforming goods. But shipping non-conforming goods is not an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation.
The battle of the forms: § 2-207
The most famous and most confusing section in Article 2, and the point of sharpest divergence from Uzbek law.
The problem
The buyer sends its standard purchase order. The seller returns its standard order confirmation. The terms on the back of each contradict the other: one says arbitration, the other litigation; one gives a full warranty, the other disclaims warranties. Nobody reads the back. The goods ship, the money is paid, and then there is a dispute.
The classical answer and the UCC's
The classical rule is the mirror image: an acceptance must match the offer exactly, or it is not an acceptance but a counter-offer. Article 375 of the Uzbek Civil Code keeps precisely that rule.
Section 2-207 abolishes it for goods:
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
So there is a contract. The question is a different one: on whose terms.
When additional terms get in
Subsection (2): the additional terms are treated as proposals for addition. But between merchants they join the contract automatically, unless one of three things is true:
- the offer expressly limits acceptance to its own terms;
- the term materially alters the contract;
- objection has already been given, or is given within a reasonable time.
What "materially alters" means is not set out in the text — that is case law, and no case law is cited in this article.
If the documents never line up
Subsection (3) is the rule that does most of the work in practice:
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.
So conflicting terms both drop out, and the UCC's own default rules fill the gap. This is known as the knock-out result.
The practical consequence. Where terms conflict you get neither your clause nor theirs but the UCC's default. Your warranty disclaimer disappears along with their full-warranty clause, and the warranty the UCC provides is what remains.
Modifying the contract: § 2-209
Three practical rules:
- (1) An agreement modifying a contract within this Article binds without consideration. That is a deliberate departure from the common law;
- (2) A signed agreement saying it can be modified only by a signed writing cannot be modified otherwise. But if that requirement is on a form supplied by a merchant and the other party is not a merchant, it must be signed separately;
- (3) If the contract as modified falls within § 2-201 (the writing requirement), those requirements must be satisfied again.
And (4)–(5): an attempted modification that does not meet those form requirements can still operate as a waiver, and a waiver can be retracted by reasonable notification — unless retraction would be unjust to a party who has materially changed position in reliance on it.
What to do
- Establish whether your contract is about goods. If it is services or mixed, Article 2 may not apply and nothing above may be yours.
- Write down which state's law governs. Without that, the answer comes out of conflicts law and is not knowable in advance.
- Treat an exchange of forms as a contract. Under § 2-207(1) it already is one; what you are arguing about is which terms survived.
- Put the terms you care about in the signed document, not on the back of a form. Warranties, liability caps and dispute resolution are exactly what the knock-out in § 2-207(3) removes.
- If you need a firm offer, meet all four conditions and remember the three-month ceiling.