Okla. Stat. tit. 12A § 2-207

Current through Laws 2024, c. 378.

Section 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.

Okla. Stat. tit. 12A, § 2-207

Laws 1961, p. 78, § 2-207.

Oklahoma Code Comment

(1) Previous Oklahoma law is in accord. 15 O.S. § 71 provides: "An acceptance must be absolute and unqualified, or must include in itself an acceptance of that character, which the proposer can separate from the rest, and which will include the person accepting. A qualified acceptance is a new proposal." Thus, the following additions have previously been held not to qualify the acceptance: naming the attorney to handle a real estate transaction, Dick v. Vogt,, 196 Okl. 66, 162 P.2d 325 (1945); a suggestion to change the offer, Home Gas Co. v. Magnolia Petroleum Co., 143 Okl. 112, 287 P. 1033 (1930); including goods not within the original offer, Barteldes Seed Co. v. Fox, 134 Okl. 248, 273 P. 258 (1929). Of course, under either the Commercial Code or 15 O.S. § 71, the primary and difficult problem is to determine whether the acceptance itself was unconditional, or whether it was in fact intended to be conditioned upon the acceptance of the additional terms by the offeror.

(2) The first sentence is in accord with previous Oklahoma law: [See cases cited in paragraph (1) above.] The last part concerning dealings between merchants is new law in Oklahoma.

(3) Previous Oklahoma law is in accord. 15 O.S. §§ 74, 75; Dick v. Vogt, 196 Okl. 66, 162 P.2d 325.