Tennessee Code Annotated

Tenn. Code Ann. § 47-2-207 (2026)

Additional terms in acceptance or confirmation

✓ current as of May 2026

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(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 chapters 1-9 of this title.

Acts 1963, ch. 81, § 1 (2-207).

Notes of Decisions

Cited in 9 cases (2 in the last 5 years), 1998–2023 · leading case: Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F. Supp. 2d 786 (W.D. Tenn. 2011).

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Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F. Supp. 2d 786 (W.D. Tenn. 2011). · cites it 21× “See also Tenn. Code Ann. § 47-2-207 (3), cmt. 7 ("In many cases, as where goods are shipped, accepted and paid for before any dispute arises, there is no question whether a contract has been made.”

Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 694 F. Supp. 2d 888 (W.D. Tenn. 2010). · cites it 17× “Tenn.Code Ann. § 47-2-207(1). 25 . The Court notes that the Amended Complaint alleges that the parties followed up the December 2007 meeting with another session on February 21, 2008, at which time they reaffirmed the terms of their oral agreement and agreed that they should be…”

Orlowski v. Bates, 146 F. Supp. 3d 908 (W.D. Tenn. 2015). · cites it 2× “2d at 804 (quoting Tenn. Code Ann. § 47-2-207 (3)). Tennessee law further provides that “[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.”

Crossley Constr. Corp. v. NCI Bldg. Sys., 123 F. App'x 687 (6th Cir. 2005). · cites it 6× “’ ” Crossley also points to the Uniform Commercial Code provision contained in Tenn.Code Ann. § 47-2-207, which states that (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even…”

W. Silver Recycling, Inc. v. Protrade Steel Co., LTD. (M.D. Tenn. 2020). · cites it 27× “Compare Tenn. Code Ann. § 47-2-207 with Ohio Rev.”

Starr Printing Co., Inc. v. Air Jamaica, 45 F. Supp. 2d 625 (W.D. Tenn. 1999). · cites it 2× “See Tenn.Code Ann. § 47-2-207 (1996). 10 . AJV presently asserts that Moore made another fraudulent misrepresentation when it informed AJV of its intention to purchase Starr.”

Monaco Indus., LLC v. Envoy Solutions, LLC (E.D. Tenn. 2023). · cites it 2× “, Plaintiff states that Tenn. Code Ann. § 47-2-207 (1) “expands formation of contracts for the sale of goods beyond a fully integrated written document” [Doc.”

Cousins Smokehouse, LLC v. Louisville Processing & Cold Storage, Inc. (W.D. Ky. 2022). “2-207; Tenn. Code Ann. § 47-2-207 . The parties appear to agree that the Interstate sales orders were either an acceptance or a confirmation and that Section 2-207 applies.”

Contour Med. Tech., Inc. v. Flexcon Co., Inc. (Tenn. Ct. App. 1998). · cites it 2× “Significantly, the buyer does not object on the basis of the “battle of forms” in TCA § 47-2-207. Therefore, we will not address that problem, either.”

— Tenn. Code Ann. § 47-2-207(1) — 1 case

Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 694 F. Supp. 2d 888 (W.D. Tenn. 2010). “Tenn.Code Ann. § 47-2-207(1). 25 . The Court notes that the Amended Complaint alleges that the parties followed up the December 2007 meeting with another session on February 21, 2008, at which time they reaffirmed the terms of their oral agreement and agreed that they should be…”

— Tenn. Code Ann. § 47-2-207(2) — 1 case

— Tenn. Code Ann. § 47-2-207(2)(b) — 1 case

W. Silver Recycling, Inc. v. Protrade Steel Co., LTD. (M.D. Tenn. 2020). “Compare Tenn. Code Ann. § 47-2-207 with Ohio Rev.”

— Tenn. Code Ann. § 47-2-207(3) — 2 cases

Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 823 F. Supp. 2d 786 (W.D. Tenn. 2011). “See also Tenn. Code Ann. § 47-2-207 (3), cmt. 7 ("In many cases, as where goods are shipped, accepted and paid for before any dispute arises, there is no question whether a contract has been made.”

— Tenn. Code Ann. § 47-2-207(c) — 1 case

Crossley Constr. Corp. v. NCI Bldg. Sys., 123 F. App'x 687 (6th Cir. 2005). “’ ” Crossley also points to the Uniform Commercial Code provision contained in Tenn.Code Ann. § 47-2-207, which states that (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even…”

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