미국통일상법전(UCC) §2-207조 개정의 의미－계약의 성립 및 그 조건확정을 중심으로－

The Uniform Commercial Code(hereinafter referred to as the ‘UCC’) had significantly modified its stance concerning the formation of the contract and the determination of terms of the contract by the revision in 2003. Prior to such revision, the UCC had regulated both the formation of the contract and the determination of terms in the same §2-207, in that if the expression of acceptance has the additional terms to the offer, the UCC had classified into two cases from the criteria whether or not the parties are both merchants. In case the parties are both merchants, such additional terms have incorporated into the terms of the contract provided it has not materially altered the terms of the offer, while either in case where not all the parties are merchants or in case where there are material alteration, such additional terms have been regarded as the simple proposals for addition to the contract, further regulating that in a contract-byconduct situation, the terms of the contract shall be complemented according to the UCC except for the written agreement. On the contrary, the revised UCC has ruled the formation of the contract in the UCC §2-206, separately from the determination of the terms of contract in the UCC §2-207, in that the revised UCC has maintained the previous stance on the abolishment of the mirror image rule to facilitate the formation of the contract,while it has adopted the single unified standard of the knock-out rule to fix the terms of the contract, by repudiating the diversified rules in the previous UCC. This paper has scrutinized the problems likely to arise from the revision of the UCC by comparing the prior clauses with the revised ones, along with reviewing the relevant international regulations such as CISG, PICC as well as PECL.