Michigan Compiled Laws
Mich. Comp. Laws § 440.2207 (2026)
Additional or different terms in acceptance; contract by conduct.
✓ current as of July 2026
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UNIFORM COMMERCIAL CODE
Act 174 of 1962
440.2207 Additional or different terms in acceptance; contract by conduct.
Sec. 2207.
(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.
History: 1962, Act 174, Eff. Jan. 1, 1964
Notes of Decisions
Cited in 27
cases (5 in the last 5 years), 1967–2024 · leading case: Metro. Alloys Corp. v. State Metals Indus., Inc., 416 F. Supp. 2d 561 (E.D. Mich. 2006).
Metro. Alloys Corp. v. State Metals Indus., Inc., 416 F. Supp. 2d 561 (E.D. Mich. 2006). “2207 provides in pertinent part: (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…”
Challenge Mach. Co. v. Mattison Mach. Works, 359 N.W.2d 232 (Mich. Ct. App. 1984). “In resolving the threshold question, it is necessary to consider MCL 440.2207; MSA 19.2207, Michigan’s statutory adaptation of the Uniform Commercial Code "Battle of the Forms” provision.”
Power Press Sales Co. v. MSI Battle Creek Stamping, 604 N.W.2d 772 (Mich. Ct. App. 2000). “116(C)(10), on the ground that the indemnity term never became part of the contract because under MCL 440.2207; MSA 19.2207 the invoice was only a “written confirmation” of the parties’ oral agreement and the indemnity term was a material alteration that defendant did not…”
Gage Prods. Co. v. Henkel Corp., 393 F.3d 629 (6th Cir. 2004). “) (emphasis added by district court; quoting Mich. Comp. Laws § 440.2207 Cmt. 1). We dis,agree.”
Eberspaecher North Am., Inc. v. Van-Rob, Inc., 544 F. Supp. 2d 592 (E.D. Mich. 2008). “See Mich. Comp. Laws § 440.2207 (2)(b) (“The additional terms are to be construed as proposals for addition to the contract.”
Belanger, Inc. v. Car Wash Consultants, Inc., 452 F. Supp. 2d 761 (E.D. Mich. 2006). “In determining whether the clause included by Plaintiff in the invoice sent to Defendant constitutes a contractually binding agreement between the parties, this Court is guided by Michigan Compiled Laws § 440.2207: (1) A definite and seasonable expression of acceptance or a…”
Alofs Mfg. Co. v. Toyota Mfg., Kentucky, Inc. (In Re Alofs Mfg. Co.), 209 B.R. 83 (Bankr. W.D. Mich. 1997). “See generally Mich. Comp. Laws Ann. § 440.2207 (“Additional or different terms in acceptance; contract by conduct”).”
S C Gray, Inc. v. Ford Motor Co., 286 N.W.2d 34 (Mich. Ct. App. 1979). “Section 2-207 of the Uniform Commercial Code, MCL 440.2207; MSA 19.2207, provides that additional terms contained in an acceptance are to be construed as proposals for addition to the contract.”
Pritts v. J I Case Co., 310 N.W.2d 261 (Mich. Ct. App. 1981). “Ragnar-Benson’s contentions rest entirely on the application of MCL 440.2207; MSA 19.2207 which governs those cases in which an offeree’s acceptance or confirmation of an offer contains additional or different terms from those offered or agreed upon.”
Brown Mach., Div. of John Brown, Inc. v. Hercules, Inc., 770 S.W.2d 416 (Mo. Ct. App. 1989). “6 § 2-207 (1974); Mich. Comp.Laws Ann. § 440.2207 (1967); § 400.”
JW Knapp Co. v. Sinas, 172 N.W.2d 867 (Mich. Ct. App. 1969). “MCLA § 440.2207 (Stat Ann 1964 Rev § 19.2207) concerning establishment of a contract where the writings of the parties do not agree or otherwise establish a contract; MCLA §§ 440.”
Am. Parts Co., Inc. v. Am. Arbitration Ass'n, 154 N.W.2d 5 (Mich. Ct. App. 1967). “” PA 1962, No 174, § 2207 (CL 1948, § 440.2207' [Stat Ann 1964 Bev § 19.2207]).”
— Mich. Comp. Laws § 440.2207(1) — 4 cases
Challenge Mach. Co. v. Mattison Mach. Works, 359 N.W.2d 232 (Mich. Ct. App. 1984). “In resolving the threshold question, it is necessary to consider MCL 440.2207; MSA 19.2207, Michigan’s statutory adaptation of the Uniform Commercial Code "Battle of the Forms” provision.”
Bosway Tube & Steel Corp. v. McKay Mach. Co., 237 N.W.2d 488 (Mich. Ct. App. 1975).
Kvaerner U.S., Inc. v. Hakim Plast Co., 74 F. Supp. 2d 709 (E.D. Mich. 1999).
20241120_C369279_26_369279.Opn.Pdf (Mich. Ct. App. 2024).
— Mich. Comp. Laws § 440.2207(2) — 1 case
Challenge Mach. Co. v. Mattison Mach. Works, 359 N.W.2d 232 (Mich. Ct. App. 1984). “In resolving the threshold question, it is necessary to consider MCL 440.2207; MSA 19.2207, Michigan’s statutory adaptation of the Uniform Commercial Code "Battle of the Forms” provision.”
— Mich. Comp. Laws § 440.2207(2)(a) — 1 case
Cooper-Stand. Auto. Inc. v. Daikin Am., Inc. (E.D. Mich. 2021).
— Mich. Comp. Laws § 440.2207(2)(b) — 6 cases
Metro. Alloys Corp. v. State Metals Indus., Inc., 416 F. Supp. 2d 561 (E.D. Mich. 2006). “2207 provides in pertinent part: (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…”
Belanger, Inc. v. Car Wash Consultants, Inc., 452 F. Supp. 2d 761 (E.D. Mich. 2006). “In determining whether the clause included by Plaintiff in the invoice sent to Defendant constitutes a contractually binding agreement between the parties, this Court is guided by Michigan Compiled Laws § 440.2207: (1) A definite and seasonable expression of acceptance or a…”
Skyline Steel Corp. v. A.J. Dupuis Co., 648 F. Supp. 360 (E.D. Mich. 1986).
The Dow Chem. Co. v. Auria Solutions USA Inc (Mich. Ct. App. 2023).
Holbrook v. Prodomax Automation Ltd. (W.D. Mich. 2021).
— Mich. Comp. Laws § 440.2207(2)(c) — 1 case
The Dow Chem. Co. v. Auria Solutions USA Inc (Mich. Ct. App. 2023).
— Mich. Comp. Laws § 440.2207(3) — 3 cases
Challenge Mach. Co. v. Mattison Mach. Works, 359 N.W.2d 232 (Mich. Ct. App. 1984). “In resolving the threshold question, it is necessary to consider MCL 440.2207; MSA 19.2207, Michigan’s statutory adaptation of the Uniform Commercial Code "Battle of the Forms” provision.”
Bosway Tube & Steel Corp. v. McKay Mach. Co., 237 N.W.2d 488 (Mich. Ct. App. 1975).
The Dow Chem. Co. v. Auria Solutions USA Inc (Mich. Ct. App. 2023).
— Mich. Comp. Laws § 440.2207(b) — 1 case
Skyline Steel Corp. v. A.J. Dupuis Co., 648 F. Supp. 360 (E.D. Mich. 1986).
— Mich. Comp. Laws § 440.2207(l) — 1 case
Belanger, Inc. v. Car Wash Consultants, Inc., 452 F. Supp. 2d 761 (E.D. Mich. 2006). “In determining whether the clause included by Plaintiff in the invoice sent to Defendant constitutes a contractually binding agreement between the parties, this Court is guided by Michigan Compiled Laws § 440.2207: (1) A definite and seasonable expression of acceptance or a…”
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