This Form is Your Form (UCC Battle of the Forms)

This is a "Law Lessong" - a law lesson in a song, that summarizes some of the legal principles applicable under the Uniform Commercial Code for formation of sales contracts. In my experience, the Battle of Forms issue under the UCC seems to give students dreadful problems. The rules under the UCC can be confusing because there is a general rule for non-merchants, a different rule for merchants and then exceptions to the rule. So, you end up with "if this then that but if this then that but if this, this or this, then something else." I think that the song helps!



Audio files for more law lessongs can be found here:

More "Law Lessong" videos will be posted at the Legal Studies Classroom blog:



The melody is based on "This Land is Your Land" written and recorded by Woody Guthrie.



No copyright infringement is intended. This song is offered and intended for educational use only and has no commercial value.



This Form is Your Form



Words by M. DeAngelis

Tune: This Land is Your Land



Refrain: This form is your form, that form is my form.

They show a contract for us to perform.

You sent and order, I sent an invoice.

What terms are binding on you and me?



I am a merchant. I am a seller.

You're not a merchant, just a regular fella'.

And my invoice is an acceptance.

But additional terms aren't binding on you and me.



If you're a merchant, our forms do battle.

It isn't merely, idle prattle.

We have a contract, and the invoice terms are added in,

Unless it's an exception, and there are three.



This form is your form, that form is my form.

They show a contract for us to perform.

You sent and order, I sent an invoice.

What terms are binding on you and me?



Between merchants, new terms are binding,

Unless you find them, quite surprising.

If unexpected, then material alteration you'll claim,

And the new terms aren't binding on you and me.



Perhaps your offer expressly stated,

Contract terms could not be annotated,

Or perhaps you previously objected to the invoice terms,

Or you raised your objection, timed reasonably.



This form is your form, that form is my form.

They show a contract for us to perform.

You sent and order, I sent an invoice.

What terms are binding on you and me?

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