- Consolidated Laws - Uniform Commercial Code
PART 2
FORM, FORMATION AND READJUSTMENT OF
CONTRACT
Section 2--201. Formal Requirements; Statute of Frauds.
(1) Except as otherwise provided in this section a contract for the
sale of goods for the price of $500 or more is not enforceable by way of
action or defense unless there is some writing sufficient to indicate
that a contract for sale has been made between the parties and signed by
the party against whom enforcement is sought or by his authorized agent
or broker. A writing is not insufficient because it omits or incorrectly
states a term agreed upon but the contract is not enforceable under this
paragraph beyond the quantity of goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in
confirmation of the contract and sufficient against the sender is
received and the party receiving it has reason to know its contents, it
satisfies the requirements of subsection (1) against such party unless
written notice of objection to its contents is given within ten days
after it is received.
(3) A contract which does not satisfy the requirements of subsection
(1) but which is valid in other respects is enforceable
(a) if the goods are to be specially manufactured for the buyer
and are not suitable for sale to others in the ordinary
course of the seller`s business and the seller, before notice
of repudiation is received and under circumstances which
reasonably indicate that the goods are for the buyer, has
made either a substantial beginning of their manufacture or
commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his
pleading, testimony or otherwise in court that a contract for
sale was made, but the contract is not enforceable under this
provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and
accepted or which have been received and accepted (Section
2--606).
(4) Subsection one does not apply to a qualified financial contract as
that term is defined in paragraph two of subdivision b of section 5-701
of the general obligations law if either (a) there is, as provided in
paragraph three of subdivision b of section 5-701 of such law,
sufficient evidence to indicate that a contract has been made or (b) the
parties thereto, by means of a prior or subsequent written contract,
have agreed to be bound by the terms of such qualified financial
contract from the time they reach agreement (by telephone, by exchange
or electronic messages, or otherwise) on those terms.
Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.
Terms with respect to which the confirmatory memoranda of the parties
agree or which are otherwise set forth in a writing intended by the
parties as a final expression of their agreement with respect to such
terms as are included therein may not be contradicted by evidence of any
prior agreement or of a contemporaneous oral agreement but may be
explained or supplemented
(a) by course of dealing or usage of trade (Section 1--205) or by
course of performance (Section 2--208); and
(b) by evidence of consistent additional terms unless the court
finds the writing to have been intended also as a complete
and exclusive statement of the terms of the agreement.
Section 2--203. Seals Inoperative.
The affixing of a seal to a writing evidencing a contract for sale or
an offer to buy or sell goods does not constitute the writing a sealed
instrument and the law with respect to sealed instruments does not apply
to such a contract or offer.
Section 2--204. Formation in General.
(1) A contract for sale of goods may be made in any manner sufficient
to show agreement, including conduct by both parties which recognizes
the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be
found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale
does not fail for indefiniteness if the parties have intended to make a
contract and there is a reasonably certain basis for giving an
appropriate remedy.
Section 2--205. Firm Offers.
An offer by a merchant to buy or sell goods in a signed writing which
by its terms gives assurance that it will be held open is not revocable,
for lack of consideration, during the time stated or if no time is
stated for a reasonable time, but in no event may such period of
irrevocability exceed three months; but any such term of assurance on a
form supplied by the offeree must be separately signed by the offeror.
Section 2--206. Offer and Acceptance in Formation of Contract.
(1) Unless otherwise unambiguously indicated by the language or
circumstances
(a) an offer to make a contract shall be construed as inviting
acceptance in any manner and by any medium reasonable in the
circumstances;
(b) an order or other offer to buy goods for prompt or current
shipment shall be construed as inviting acceptance either by
a prompt promise to ship or by the prompt or current shipment
of conforming or non-conforming goods, but such a shipment of
non-conforming goods does not constitute an acceptance if the
seller seasonably notifies the buyer that the shipment is
offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable
mode of acceptance an offeror who is not notified of acceptance within a
reasonable time may treat the offer as having lapsed before acceptance.
Section 2--207. Additional Terms in Acceptance or Confirmation.
(1) A definite and seasonable expression of acceptance or a written
confirmation which is sent within a reasonable time operates as an
acceptance even though it states terms additional to or different from
those offered or agreed upon, unless acceptance is expressly made
conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition
to the contract. Between merchants such terms become part of the
contract unless:
(a) the offer expressly limits acceptance to the terms of the
offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or
is given within a reasonable time after notice of them is
received.
(3) Conduct by both parties which recognizes the existence of a
contract is sufficient to establish a contract for sale although the
writings of the parties do not otherwise establish a contract. In such
case the terms of the particular contract consist of those terms on
which the writings of the parties agree, together with any supplementary
terms incorporated under any other provisions of this Act.
Section 2--208. Course of Performance or Practical Construction.
(1) Where the contract for sale involves repeated occasions for
performance by either party with knowledge of the nature of the
performance and opportunity for objection to it by the other, any course
of performance accepted or acquiesced in without objection shall be
relevant to determine the meaning of the agreement.
(2) The express terms of the agreement and any such course of
performance, as well as any course of dealing and usage of trade, shall
be construed whenever reasonable as consistent with each other; but when
such construction is unreasonable, express terms shall control course of
performance and course of performance shall control both course of
dealing and usage of trade (Section 1--205).
(3) Subject to the provisions of the next section on modification and
waiver, such course of performance shall be relevant to show a waiver or
modification of any term inconsistent with such course of performance.
Section 2--209. Modification, Rescission and Waiver.
(1) An agreement modifying a contract within this Article needs no
consideration to be binding.
(2) A signed agreement which excludes modification or rescission
except by a signed writing cannot be otherwise modified or rescinded,
but except as between merchants such a requirement on a form supplied by
the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this Article
(Section 2--201) must be satisfied if the contract as modified is within
its provisions.
(4) Although an attempt at modification or rescission does not satisfy
the requirements of subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of
the contract may retract the waiver by reasonable notification received
by the other party that strict performance will be required of any term
waived, unless the retraction would be unjust in view of a material
change of position in reliance on the waiver.
Section 2--210. Delegation of Performance; Assignment of Rights.
(1) A party may perform his duty through a delegate unless otherwise
agreed or unless the other party has a substantial interest in having
his original promisor perform or control the acts required by the
contract. No delegation of performance relieves the party delegating of
any duty to perform or any liability for breach.
(2) Except as otherwise provided in Section 9--406, unless otherwise
agreed, all rights of either seller or buyer can be assigned except
where the assignment would materially change the duty of the other
party, or increase materially the burden or risk imposed on him by his
contract, or impair materially his chance of obtaining return
performance. A right to damages for breach of the whole contract or a
right arising out of the assignor`s due performance of his entire
obligation can be assigned despite agreement otherwise.
(3) Unless the circumstances indicate the contrary a prohibition of
assignment of "the contract" is to be construed as barring only the
delegation to the assignee of the assignor`s performance.
(4) An assignment of "the contract" or of "all my rights under the
contract" or an assignment in similar general terms is an assignment of
rights and unless the language or the circumstances (as in an assignment
for security) indicate the contrary, it is a delegation of performance
of the duties of the assignor and its acceptance by the assignee
constitutes a promise by him to perform those duties. This promise is
enforceable by either the assignor or the other party to the original
contract.
(5) The other party may treat any assignment which delegates
performance as creating reasonable grounds for insecurity and may
without prejudice to his rights against the assignor demand assurances
from the assignee (Section 2--609).
