Battle of the Forms and Managing the
Contracting Process Audio Conference
Effective contracting practices are critical to
ensuring that contracts are made on acceptable terms. Ineffective practices can
lead to a failure to achieve required terms or worse, a contract on terms that
are contrary to one's objectives. Our fast-paced world increases the pressure as
it is very easy for conflicting terms to be exchanged electronically without a
complete meeting of the minds of the prospective parties. This live audio
conference will teach you how to control the contracting process to avoid
unacceptable terms by avoiding or winning the battle of the forms, how to get
the warranties one wants, how to secure appropriate rights and remedies and
limit those of the seller, and what to do if and when unsatisfactory goods are
Scope and Applicable Law
- UCC Article 2 – Sales of Goods
- Other Applicable Law
- Minimum Requirements for a Contract
- Statute of Frauds
- Electronic Contracting
- Form Offers
- Quantity: Output and Requirements Contracts
- Offer and Acceptance
- Course of Performance, Course of Dealing and
Usage of Trade
The Battle of the Forms – UCC 2-2207
- UCC Favors the Existence of a Contract
- Acceptance Can Occur Even If Different Terms
- Merchants: New Terms Are Proposals
- Materiality of New Terms
- Conduct Establishes Contract
- The Knockout Rule
- UCC Implied Terms
- Layered Contracting
- Service Contracts
Best Practices for Contracting
Avoiding Third-Party Interests
- Security Interests
- Ownership of Work Product in Service Contracts
- Types and When Made
- Implied Warranties
- Title: No Infringement
- Fitness for Particular Purpose
- Course of Dealing or Trade Usage
- Disclaiming Implied Warranties
- Best Practices
Inspection and Rejection
- Inspection Rights
- Layered Contracts
- Improper Delivery
- Duties With Respect to Rejected Goods
- Revocation of Acceptance
Breach and Notice of Breach
- Security Interest in Rejected Goods
- Incidental and Consequential Damages
- Specific Performance
- Liquidated Damages
Avoiding Seller Remedies
- Duty to Mitigate
- Other Standards Applicable to Sellers
Examples and Best Practices
Darrell W. Pierce, Dykema Gossett PLLC
- Member of Dykema Gossett PLLC in Ann Arbor,
- Practice focuses on corporate and commercial
transactions, particularly those governed by the Uniform Commercial Code
- More than 25 years of experience in the
practice of corporate and commercial law
- Co-leader of Dykema’s Lending Team, and member
of Dykema’s Automotive Team
- Served on the Article 9 Study Committee and
the Article 9 Drafting Committee as the chair of the Article 9 Filing Project
- Frequent lecturer on Uniform Commercial Code
- J.D. degree, cum laude, University of Michigan
Law School; A.B. degree, cum laude, Dartmouth College
- Can be contacted at 734-214-7634 or
Continuing Education Units
- CLE (Please check the "Detailed Credit
Information" page for states that have already been approved)
- Additional credit may be available upon
AK CLE 1.5
Alaska attorneys may receive 1.5 hours of continuing legal education for
completing this program. Please contact the Alaska Bar Association or go to
www.alaskabar.org for details regarding reciprocity with other states.
AL CLE 1.5 (Pending)
AR CLE 1.5
This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
AZ CLE 1.5
The State Bar of Arizona does not approve or accredit CLE activities for the
Mandatory Continuing Legal Education requirement. This activity may qualify for
up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
CA CLE 1.5
Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor
and this course qualifies for 1.5 CLE hours.
CO CLE 1.0
This program has been approved by the Colorado Supreme Court Board of Continuing
Legal and Judicial Education for 1.0 hours of CLE.
GA CLE 1.5
This program has been approved by the Georgia Commission on Continuing Lawyer
Competency for 1.5 CLE hours.
HI CLE 1.5
This program was approved by the Hawaii State Board of Continuing Legal
Education for 1.5 VCLE credit hours.
IA CLE 1.5 (Pending)
Application is pending with the Iowa Supreme Court Commission on Continuing
IL CLE 1.5
This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois
KS CLE 1.5 (Pending)
Application for CLE approval of this activity is currently pending with the
Kansas Continuing Legal Education Commission.
KY CLE 1.5 (Pending)
Application for approval of this activity for a maximum of 1.5 credits is
PENDING before the Kentucky Bar Association Continuing Legal Education
ME CLE 1.5
This course has been approved by the State of Maine Board of Overseers of the
Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit
under M. Bar R. 12.
MN CLE 1.5 (Pending)
This program has been submitted to the Minnesota Board of Continuing Legal
Education. Approval pending.
MO CLE 1.8
This program has been approved by the Missouri Bar for 1.8 hours of CLE.
MS CLE 1.5 (Pending)
This program has been submitted to the Mississippi Commission on Continuing
Legal Education. Approval pending.
MT CLE 1.5
This program has been approved by the Montana Commission of Continuing Legal
Education for a total of 1.5 CLE credits.
NC CLE 1.5 (Pending)
ND CLE 1.5
This program has been reviewed by the North Dakota Commission for Continuing
Legal Education and approved for 1.5 hours of CLE credit.
NE CLE 1.5 (Pending)
NJ CLE 1.8
This program has been approved by the Board on Continuing Legal Education of the
Supreme Court of New Jersey for 1.8 hours of total CLE credit.
NM CLE 1.5
This program has been approved by the New Mexico Minimum Continuing Legal
Education Board for 1.5 hours of credit.
NV CLE 1.5
This program has been approved by the Nevada Board of Continuing Legal Education
for 1.5 CLE hours.
NY CLE 1.5 including Areas of Professional Practice 1.5
This course has been approved in accordance with the requirements of the New
York Continuing Legal Education Board for up to a maximum of 1.5 credit hours,
of which 1.50 credit hours may be applied toward the Areas of Professional
Practice requirement. Each hour may be counted only as satisfying one category
of credit; duplicate credit for the same hour of instruction is not permitted.
Lorman Business Center, Inc. has a financial hardship guideline.
PA CLE 1.5
This program has been approved by the Pennsylvania Continuing Legal Education
Board for 1.5 hours of substantive law, practice and procedure CLE credit.
RI CLE 1.5
This program has been approved by the Rhode Island Mandatory Continuing Legal
Education Commission for 1.5 hours of CLE credit.
TN CLE 1.5
This program has been approved by the Tennessee Commission on Continuing Legal
Education and Specialization for a maximum of 1.5 hours of credit.
TX CLE 1.5
This program has been approved for Minimum Continuing Legal Education credit by
the State Bar of Texas Committee on MCLE in the amount of 1.5 credit hours.
Lorman Education Services is an accredited sponsor, approved by the State Bar of
Texas, Committee on MCLE. This program has been approved by the Texas State Bar
College for 1.5 hours of CLE credit.
UT CLE 1.5 (Pending)
This program has been submitted to the Utah State Board of Continuing Legal
Education. Approval Pending.
VA CLE 1.5 (Pending)
This program has been submitted to the Virginia Mandatory Continuing Legal
Education Board for 1.5 CLE credit hours.
VT CLE 1.5
This program has been approved by the Mandatory Continuing Legal Education Board
of Vermont for 1.5 hours of CLE credit.
WA CLE 1.5
This program has been approved by the Washington State Board of Continuing Legal
Education for 1.5 hours of credit.
WI CLE 1.5
This program has been approved by the Board of Bar Examiners for 1.5 hours for
use toward the Wisconsin Mandatory CLE requirement.
WV CLE 1.8
This program has been approved by the West Virginia State Bar MCLE Commission
for 1.8 MCLE hours.
Participants who successfully complete this program will receive 1.5 hours of
continuing education. They may be applied toward ISM C.P.M. recertification
and/or A.P.P. reaccreditation program requirements. ISM's consent to approve
hours for this educational event is not an endorsement of this program or its
content by ISM.
CPE 1.5 including Specialized Knowledge and Applications 1.5
Lorman Education Services is registered with the National Association of State
Boards of Accountancy (NASBA) as a sponsor of continuing professional education
on the National Registry of CPE Sponsors. State boards of accountancy have final
authority on the acceptance of individual courses for CPE credit. Complaints
regarding registered sponsors may be addressed to the National Registry of CPE
Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN 37219-2417. CPE
Credit: Maximum Credit Hours: 1.5 each session (based on a 50 minute credit
hour). Field of Study: Specialized Knowledge and Applications. Prerequisite:
basic knowledge of purchasing contracts. Level of Knowledge: Intermediate.
Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method:
Group-Live. Please refer to the information in this brochure for outline, course
content and objectives. Upon completion of this course, you will receive a
certificate of attendance. Final approval of a course for CPE credit belongs
with each state's regulatory board.
Lorman Business Center, Inc. is a registered provider for CPA CPE through the
State Education Department of New York, Sponsor number: 000640. The following
course will carry the subject area of Specialized Knowledge and Applications for
The CLE Code is ONLY a requirement when applying for CLE Credit in New York or
New Jersey or Kansas. Other states do not need to supply the CLE Code to apply
for CLE credit.
Who Should Attend
This live audio conference is designed for
attorneys, purchasing managers, material managers, contract administrators,
senior buyers, project directors, controllers and accountants.
Audio Conference Time:
1:00 pm ET (12:00 pm CT, 11:00 am MT, 10:00 am PT)
Length: 1 hour 30
Live Teleconference: $199.00
Live Teleconference + CD: $268.00
Attend the Live Teleconference? CD/Manual Package Only: