A seller and buyer seeking to minimize legal uncertainties regarding their business relationship should enter into a single, fully signed contract that clearly sets forth the various terms and conditions of their transactions. In real-world supply chains, however, contracts for the sale of goods are more often forged through language baked into the parties’ respective purchase orders, acknowledgments and invoices.

This often results in a “battle of the forms,” where the buyer’s and seller’s respective transaction documents contain competing terms—and a court applying the Uniform Commercial Code (UCC) becomes the referee. A recent decision of the United States District Court for the District of Massachusetts, in Optim LLC v. Freeman Manufacturing LLC, offers another instructive look at how a court applies the UCC to resolve a battle of the forms.

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