American Contract Law for a Global Age, 2017a

and acceptance are properly subject to the “knockout” rule. This approach finds
support . . . in the plain language of section 2-207.
Applying the “knockout” rule espoused in the majority approach to the facts
before us, it is apparent that the arbitration clause upon which Tippins relies is not
part of the parties’ contract. The dispute provision in Flender’s acceptance, requiring
resolution of the parties’ disagreements in state or federal courts in Chicago, is clearly
at odds with and quite “different” from the clause in Tippins’s offer requiring
arbitration of disputes before the International Chamber of Commerce in Vienna. By
operation of the rule we adopt today, those provisions are both, quite clearly, “knocked
out.” Neither became a part of the parties’ contract. Accordingly, the trial court did
not err in refusing to compel arbitration in response to Tippins’s preliminary
objections.
For the foregoing reasons, we affirm the trial court’s order.
______________________
Review Question 8. What exactly is the “knockout” rule and when would it
apply in a UCC § 2-207 case? Can you describe a UCC § 2-207 offer and acceptance
situation where the knockout rule articulated in Flender would not apply?
Review Question 9. As the Flender opinion clearly shows, different courts have
different views on how to treat additional and different terms under UCC § 2-207(2).
What is the point of having a Uniform Commercial Code if, in fact, the same case
facts would reach different results in different states?
______________________
Problem 11.1
Problems
Ivy League University’s law school is moving into a new building this summer,
and it decided to get rid of some of its old furniture in connection with the move. Mr.
Hart, for sentimental reasons, purchased a glass-top wooden coffee table that had
previously been housed for many years in the office of his beloved Contracts professor,
Kingsfield. Regrettably, the glass top on the table contained invisible hairline stress
points, and the first time Mr. Hart placed a mug of hot coffee on the table, the glass
explosively shattered. Mr. Hart suffered both first-degree burns from the splattering
coffee and serious cuts and bleeding from the shards of glass. He now wants to sue
Ivy League University for breach of the implied warranty of merchantability in its
sale to him of the coffee table.
______________________________________________________________________________
UNIT 11: UCC MERCHANTS AND TERMS 215