Questions and Answers
What does UCC 2-205(1) describe?
What is the maximum period of irrevocability under UCC 2-205(2)?
Three months
Under UCC 2-205(3), any term of assurance on a form supplied by the offeree must be signed by the _______
offeror
What defines a general rule merchant?
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What is a business practice merchant?
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What is meant by 'merchant by attribution'?
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What do 'goods' refer to under the general rule?
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Which of the following are considered as goods under UCC?
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What does 'signed' mean in the context of UCC?
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What is included in the definition of 'writing' under UCC?
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What does it mean to give assurance in the context of UCC?
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Does an offer that states, 'We are pleased to offer goods at quoted prices,' give assurance?
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Who must the offeror be to ensure the firm offer remains open?
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To last longer than three months, the parties must either renew the firm offer or create a _______ contract.
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Does an offer become revocable after the time expires?
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Study Notes
UCC §2-205 Firm Offer Overview
- UCC 2-205(1) establishes that a signed offer by a merchant to buy/sell goods is irrevocable for lack of consideration if it assures that it will remain open.
- UCC 2-205(2) specifies that the offer must be held open for a reasonable time, but cannot exceed three months.
- UCC 2-205(3) requires that any assurance term on a form provided by the offeree be signed by the offeror.
Types of Merchants
- General Rule Merchant: An individual engaged in the trade of goods of a specific kind.
- Business Practice Merchant: A person who presents themselves as possessing knowledge or skills relevant to the goods involved in the transaction through their occupation.
- Merchant by Attribution: Refers to individuals whose knowledge or skills can be attributed due to their employment of agents or brokers with expertise in the relevant trade.
Definition of Goods
- Goods encompass all movable items identified for a sale contract.
- Specific categories include unborn young of animals, growing crops, and things attached to real property as defined within the section regarding goods.
Key Definitions
- Signed: Refers to any symbol executed with the intent to accept or adopt a writing.
- Writing: Encompasses printed text, typewritten documents, or any other tangible representation of information.
- Gives Assurance: Indicates that the offer is firm and remains open for a specified duration, establishing an option contract.
- Does Not Give Assurance: A phrase such as "we are pleased to offer goods" does not constitute an assurance of an open offer.
Offeror Requirements and Conditions
- The offeror must be a merchant; otherwise, the purpose behind holding the option open is unclear.
- To extend a firm offer beyond three months, the parties can either renew the firm offer or establish a traditional option contract.
Time Expiration and Revocability
- The approach to revocation of an offer after the specified time period is dependent on jurisdictional law. It's advisable to integrate terms in the offer clarifying the status after expiration.
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Test your knowledge of UCC §2-205 with these flashcards focused on the firm offer rule. Each card presents a specific section of the law, including definitions and conditions. Ideal for law students and anyone studying commercial transactions.