White Paper

8 Pages
  • 8 Pages

Purchase Agreements: The Battle of the Forms


Gain an understanding of why a contract cannot consist of both parties’ boilerplate.

Examine a typical transaction dealing with the sale of goods that is not entered into with a signed contract. The parties agree on the essential business terms. The buyer sends the seller a purchase order form with this critical commercial information on it. On the back are pre-printed, standardized terms and conditions in small print — sometimes called “boilerplate.” The seller receives the buyer’s form and responds by sending back its acknowledgment form that promises to ship the product referenced in the purchase order. But on the back of that form are the seller’s own pre-printed, standardized terms and conditions, which are very different from the buyer’s terms. Even though the parties have not signed off on a single document, the seller ships, and the buyer accepts the goods. Nobody bothers to read the other party’s standardized terms. This white paper reviews that under the common law, in order to form a contract, all of the terms of the acceptance had to match the terms of the offer exactly and discusses the UCC statute that rectifies the failure of the common law.



Timothy Murray

Timothy Murray

Murray, Hogue & Lannis

  • Partner in the law firm Murray, Hogue & Lannis, Pittsburgh, PA
  • Practice emphasizes contract law
  • Conducts regular seminars on the law of contracts
  • Author volume 1 of Corbin on Contracts (revised edition, 2018), Co-author of Corbin on Contracts Desk Edition and the biannual supplements to Corbin on Contracts
  • Member of the Pennsylvania Bar
  • J.D. degree, University of Pittsburgh
  • Can be contacted at [email protected]

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