An agent who regularly sells goods as part of
his or her business or trade
A seller on an online auction site
An individual who employs other people to sell
goods
The owner of a clothing store
A person who works for a person who sells
goods
An employee at a grocery retailer
Any entity who self-identifies as a merchant
An individual who describes himself or herself as a
merchant in corporate documents
Table 8.1
Formation of Sales Contracts under the UCC
Sales contracts require most of the same components as general contracts, but the UCC includes some
provisions that specifically pertain to the creation of sales contracts. First, the UCC includes a new category of
offer. Basic contract law states that for an offer to be valid, it has to have “definiteness of terms.” In the UCC,
most of that particular rule is modified for greater flexibility. If the parties have “open” (in other words, “not
definite”) terms, the UCC addresses the situation with an overlay of “reasonableness”—for example, if no time
for performance is designated, the performance must occur within a “reasonable” time. As a result, the
following terms are legally allowed to be “open,” and there is a “default” provision that will apply under the
UCC:
Open Term
Default
Applicable
UCC
Provision
Price
If price is not named, the default is “reasonable price.”
UCC
2-305(1)
Payment
If payment is not named, default is “due at the time and place at
which the buyer is to receive the goods.”
UCC
2-310(a)
Delivery
If delivery is not named, the default is “buyer normally takes delivery
at the seller’s place of business.”
UCC
2-308(a)
Duration of an
Ongoing
Contract
If duration of an ongoing contract is not named, the default is “buyer
normally takes delivery at the seller’s place of business.”
UCC
2-308(a)
Table 8.2
The only term that really cannot be left open is the quantity term. The court is not going to second-guess a
quantity if the parties don’t set one in the contract—for example, why would the court arbitrarily want to force
Chapter 8 Sales Contracts
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