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Diamond Fruit Growers, Inc. v. Krack Corp.
Court of Appeals for the Ninth Circuit (1986) | 794 F.2d 1440; 1 U.C.C. Rep. Serv. 2d (West) 1073
TL;DR: A seller's disclaimer, included in an acknowledgment form that conditioned acceptance on assent to its terms, was not part of the contract because the buyer's continued performance after objecting did not constitute the required unequivocal assent under UCC § 2-207.
Legal Significance: This case clarifies that under UCC § 2-207, mere performance does not constitute assent to an expressly conditional acceptance. To avoid reinstating the common law 'last shot' rule, assent must be specific and unequivocal; otherwise, conflicting terms are resolved by UCC § 2-207(3).