Is there an Offer? Yes Is there a CounterOffer?

Yes

No

Is there Consideration? Yes

No

No Remedy

UCC Statute of Frauds 2-201

K is still valid if Are both $500 or written Yes more? Yes parties confirmation merchants? sent in No reasonable

No Is there Acceptance? (Promise or Performance) Yes Is this an offer for Sale of Goods? Yes Is there Consideration? Yes Is this an offer for Sale of Goods? No

Will there be Unjust QK/UE Enrichment if not QM enforced (QK)? Yes No No Remedy No PE/DR

No Yes Are goods to be specially manufacturered for buyer? No

time and no objections within 10 days

No

Offer dies when the offeree made the counteroffer, unless offeror agrees Is there Detrimental Reliance for PE? No No Remedy K is valid No

Did other party admit K was made? Yes

No
Have goods been paid for and accepted OR received and accepted?

Yes

No Yes

Yes

No

No K is NOT valid

Is K in Yes Was there a writing? Counteroffer? Yes Battle of the Forms UCC 2-207 No No Are both parties merchants? Yes No Does offer Does Expressly Limit counteroffer Acceptance to materially the terms of the change terms? offer? Yes Yes
Valid K Addl terms are NOT part of K Is Acceptance Conditional on the addl terms?

Statute of Frauds TBCC 26.01 Promise of Yes cure by Doc? No Surety Yes SoF agreement? APPLIES! No Must be in Marriage Yes writing and signed by the Provision? person to be No bound Land Yes Contract? No Possible to perform within a year? Yes Valid K

Yes

K is NOT valid

No

Was Objection to Addl Terms made?

No

Yes

Valid K Addl terms ARE part of K

No
Did the conduct of both parties imply the existence of a K even through the writings did not?

Yes

Valid K