Under common law vs UCC, what is true about changing terms in an acceptance?

• A. Under common law, changing a term is a rejection; under UCC, changes can be included if certain conditions are met.
• B. Under common law, changes are accepted; under UCC, any change voids the contract.
• C. Under both regimes, any change to terms voids the contract.
• D. Under both regimes, terms changes are automatically enforceable if there is consideration.

Answer: (A)

The key idea is how acceptance treats term changes differently in common law versus the UCC. In common law, acceptance must be a precise mirror of the offer; any change to a term is treated as a rejection and a counteroffer, so a contract on those altered terms generally isn’t formed unless the counteroffer is later accepted. In contrast, the UCC—the framework for contracts involving goods—allows an acceptance to include terms that differ or additional terms beyond those in the offer. This is why an acceptance can still operate as an agreement even when terms are added or changed, but with limits: the added or different terms become part of the contract unless the offeror objects, the terms would materially alter the deal, the offer limits acceptance to its own terms, or, in some cases, the parties aren’t both merchants. This complexity is often described as the “battle of the forms.” So, changing terms in an acceptance tends to terminate the contract under common law, but under the UCC it can still form a contract with the added terms coming in under certain conditions.