Castles in the Air: Blanket Assent and the Revision of Article 2

When the parties to a sales transaction are bureaucracies rather than individuals, and when those bureaucracies standardize many of their transactions, blanket assent offers an intuitively appealing account of the contracting process and expectation it produces. Indications are that the drafters of revised Uniform Commercial Code (UCC) Article 2 will continue to employ the notion in the law of additional terms. Yet the notion is a preconception that lacks empirical support. Just as the drafters of the revised Code must be less precise than their predecessors in the conception of agreements, they must be more precise in their use of language. The drafters should eliminate Section 2-207, adopt proposed Section 2-204, and employ the terms "agreement" and "contract" in a consistent fashion throughout Articles 1 and 2.