810 ILCS 5/2-207
Additional terms in acceptance or confirmation
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(810 ILCS 5/2-207)
(from Ch. 26, par. 2-207)
Sec. 2-207.
Additional terms in acceptance or confirmation.
(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.
(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. |
(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.
(Source: Laws 1961, p. 2101.)
Notes of Decisions
Cited in 8
cases (2 in the last 5 years), 1997–2024 · leading case: Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership
Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership (1997)
“810 ILCS 5/2-207(1) (1993); 11 see generally Northrop Corp.”
Hays v. General Electric Co. (2001)
“”) § 2-207(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…”
Nationwide Agribusiness Insurance Company v. USG Corporation (2024)
“1991) (quoting 810 ILCS 5/2-207 cmt. 4). Illinois courts focus on the “surprise” element and ask “whether the addition constitutes an unreasonable surprise to one of the bargaining parties.”
G & G Peppers, LLC v. Ebro Foods, Inc. (In Re Ebro Foods, Inc.) (2010)
“Rather, it contends that the additional attorneys’ fee term included in its invoices should be incorporated into the parties’ contracts pursuant to 810 ILCS 5/2-207(2) (2006). Under this provision, when both parties are merchants, terms first included in an acceptance or written…”
Northwest 1 Trucking Inc. v. Haro (2020)
“UCC § 2-207(1); 810 ILCS 5/2-207(1). Section 2-207 applies “where an agreement has been reached orally or by informal correspondence between the parties and is followed by one or both of the parties sending formal memoranda embodying the terms so far as agreed upon and adding…”
ASD Specialty Healthcare, LLC v. Community First Healthcare of Illinois, Inc. (2023)
“” 810 ILCS 5/2-207, comment 5. The late fee provision here is clearly encompassed by this language.”
Finnin v. Bob Lindsay, Inc. (2006)
“In this case, the sale of the stock of Lindsay=s closely held corporation doing business as a car dealership was a one time complex transaction. The application of the UCC was intended to encourage the continuous transaction of goods that occur on a daily basis in the…”
Intrastate Piping & Controls, Inc. v. Robert-James Sales, Inc. (2000)
“" 810 ILCS 5/2-207 (West 1998). After scouring the record for evidence indicating when the parties formed their contracts, we conclude Bristol Metals and Robert-James formed a contract on March 15, 1996, when Bristol Metals sent its "ORDER CONFIRMATION" containing its remedy…”
— 810 ILCS 5/2-207(1) — 4 cases
Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership (1997)
“810 ILCS 5/2-207(1) (1993); 11 see generally Northrop Corp.”
Hays v. General Electric Co. (2001)
“”) § 2-207(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…”
Northwest 1 Trucking Inc. v. Haro (2020)
“UCC § 2-207(1); 810 ILCS 5/2-207(1). Section 2-207 applies “where an agreement has been reached orally or by informal correspondence between the parties and is followed by one or both of the parties sending formal memoranda embodying the terms so far as agreed upon and adding…”
Nationwide Agribusiness Insurance Company v. USG Corporation (2024)
“1991) (quoting 810 ILCS 5/2-207 cmt. 4). Illinois courts focus on the “surprise” element and ask “whether the addition constitutes an unreasonable surprise to one of the bargaining parties.”
— 810 ILCS 5/2-207(2) — 1 case
G & G Peppers, LLC v. Ebro Foods, Inc. (In Re Ebro Foods, Inc.) (2010)
“Rather, it contends that the additional attorneys’ fee term included in its invoices should be incorporated into the parties’ contracts pursuant to 810 ILCS 5/2-207(2) (2006). Under this provision, when both parties are merchants, terms first included in an acceptance or written…”
— 810 ILCS 5/2-207(3) — 2 cases
Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership (1997)
“810 ILCS 5/2-207(1) (1993); 11 see generally Northrop Corp.”
Hays v. General Electric Co. (2001)
“”) § 2-207(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…”
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