Editing Uniform Commercial Code (section)

== Article 2 ==
Article 2 deals with sales, and Article 2A deals with leases.

=== Contract formation ===
* Firm offers (offers to buy or sell goods and promising to keep the offer open for a period of time) are valid without consideration if signed by the offeror, and are irrevocable for the time stated on the purchase order (but no longer than three months), or, if no time is stated, for a reasonable time.<ref name="UCC|2|205">{{UCC|2|205}}</ref>
* An offer to buy goods for "prompt shipment" invites acceptance by either prompt shipment or a prompt promise to ship. Therefore, this offer is not strictly unilateral. However, this "acceptance by performance" does not even have to be by conforming goods (for example, incomplete sets).<ref>{{UCC|2|206}}</ref>
* [[Consideration under American law|Consideration]]—modifications without consideration may be acceptable in a contract for the sale of goods.<ref>{{UCC|2|209}}</ref>
* Failure to state price—In a contract for the sale of goods, failure to state a price will not prevent the formation of a contract if the parties' original intent was to form a contract. A reasonable price<!-- should this be "whether a price is reasonable"? --> will be determined by the court.<ref name="UCC|2|205"/>
* [[Assignment (law)|Assignments]]—a [[requirements contract]] can be assigned, provided the quantity required by the assignee is not unreasonably disproportionate to the original quantity.<ref>{{UCC|2|306}}</ref>

=== Contract repudiation and breach ===
* Nonconforming goods—If non-conforming goods are sent with a note of [[Accommodation (law)|accommodation]], such tender is construed as a counteroffer, and if accepted, forms a new contract and binds the buyer at previous contract price. If the seller refuses to conform and the buyer does not accept, the buyer must return all non-conforming goods at sellers expense within 30 days of receipt.
* Perfect tender—The buyer however does have a right of "perfect tender" and can accept all, reject all, or accept conforming goods and reject the rest; within a reasonable time after delivery but before acceptance, he must notify the seller of the rejection. If the buyer does not give a specific reason (defect), he cannot rely on the reason later, in legal proceedings (akin to the cure before cover rationale). Also, the contract is not breached per se if the seller delivered the non-conforming goods, however offensive, before the date of performance has hit.
* "Reasonable time/good faith", four weeks' minimum lead time, standard—Such standard is required from a party to a contract indefinite as to time, or made indefinite by waiver of original provisions.
* Requirements/Output contracts—The UCC provides protection against disproportionate demands, but must meet the "good faith" requirement.
* Reasonable grounds for insecurity—In a situation with a threat of non-performance, the other part may suspend its own performance and demand assurances in writing. If assurance is not provided "within a reasonable time not exceeding 30 days", the contract is repudiated.<ref>{{UCC|2|609}}</ref>
* Battle of forms—New terms will be incorporated into the agreement unless:
** the offer is limited to its own terms, 
** they materially alter the original terms (limit liability etc.),  
** the first party objects to new terms in a timely manner, or the first party has already objected to new terms. Whether the new terms "materially alter" the original offer may depend on the nature of the item (e.g. a delay in delivery of nails is not the same as for fish).
* Battle of forms—A written confirmation of an offer sent within a reasonable time operates as an acceptance even though it states terms that are additional to or different from those offered, unless acceptance is expressly made conditional to the additions.
* Statute of frauds as applicable to the sale of goods—The actual contract does not need to be in writing. Just some note or memo must be in writing and signed. However, the UCC exception to the signature requirement is where written confirmation is received and not objected to within 10 days.<ref>{{UCC|2|201}}</ref>
* Cure/cover—The buyer must give the seller time to cure the defective shipment before seeking cover.
* [[FOB (shipping)#North America|FOB]] place of business—The seller assumes risk of loss until the goods are placed on a carrier. FOB destination: the seller assumes risk of loss until the shipment arrives at its destination. If the contract leaves out the delivery place, it is the seller's place of business.
* Risk of loss—Equitable conversion does not apply. In the sale of specific goods, the risk of loss lies with the seller until tender. Generally, the seller bears risk of loss until the buyer takes physical possession of the goods (the opposite of realty).
* Reclamation—Successful reclamation of goods excludes all other remedies with respect to the goods.<ref name="UCC|2|702">{{UCC|2|702}}</ref> The seller can reclaim goods upon demand within 20 days after the buyer receives them if the seller discovers that the buyer received the goods while insolvent.
* Rightfully rejected goods—A merchant buyer may follow reasonable instructions of the seller to reject the goods. If no such instructions are given, the buyer may<!-- must/shall? This word was missing --> make a reasonable effort to sell them, and the buyer/bailee is entitled to 10% of the gross proceeds.
* Implied warranty of fitness—Implied warranty of fitness arises when the seller knows the buyer is relying upon the seller's expertise in choosing goods. Implied warranty of merchantability: every sale of goods fit for ordinary purposes. Express warranties: arise from any statement of fact of promise.
* UCC damages for repudiating/breaching seller—Difference between 1) the market price when the buyer learned of breach and the 2) contract price 3) plus incidental damages. An aggrieved seller simply suing for the contract price is economically inefficient.<ref>{{UCC|2|713}}</ref>
* Specially manufactured goods—Specially manufactured goods are exempt from statute of frauds where manufacturer has made a "substantial beginning" or "commitments for the procurement" of supplies.

===Section 2-207: Battle of the forms===
{{Main|Offer and acceptance#Battle of the forms}}
One of the most confusing and fiercely litigated sections of the UCC is Section 2-207,<ref>{{UCC|2|207}}</ref> which Professor [[Grant Gilmore]] called "arguably the greatest statutory mess of all time".<ref>{{cite journal |author = Mark E. Roszkowski|year= 2001|title= Symposium on Revised Article 2 of the Uniform Commercial Code: Section-by-Section Analysis|journal= SMU Law Review|publisher= [[Dedman School of Law]], [[Southern Methodist University]]|volume= 54|pages= 927 |url=https://scholar.smu.edu/cgi/viewcontent.cgi?article=1866&context=smulr}}, quoting Letter from Grant Gilmore, Professor, to Robert Summers, Professor, Cornell University School of Law (September 10, 1980), reprinted in {{cite book |author= Richard E. Speidel|title= Teaching Materials on Commercial and Consumer Law|edition= 3rd|publisher= West Publishing Co.|year= 1981|pages= 54{{endash}}55}}.</ref> It governs a "battle of the forms" as to whose [[standard form contract|boilerplate]] terms, those of the offeror or the offeree, will survive a commercial transaction where multiple forms with varying terms are exchanged. This problem frequently arises when parties to a commercial transaction exchange routine documents like [[request for proposal|requests for proposals]], [[invoice]]s, [[purchase order]]s, and order confirmations, all of which may contain conflicting boilerplate provisions.

The first step in the analysis is to determine whether the UCC or the common law governs the transaction. If the UCC governs, courts will usually try to find which form constitutes the [[offer and acceptance|offer]]. Next, the offeree's acceptance forms bearing the different terms is examined. One should note whether the acceptance is expressly conditional on its own terms. If it is expressly conditional, it is a counteroffer, not an acceptance. If performance is accepted after the counteroffer, even without express acceptance, under 2-207(3), a contract will exist under only those terms on which the parties agree, together with UCC gap-fillers.

If the acceptance form does not expressly limit acceptance to its own terms, and both parties are merchants, the offeror's acceptance of the offeree's performance, though the offeree's forms contain additional or different terms, forms a contract. At this point, if the offeree's terms cannot coexist with the offeror's terms, both terms are "knocked out" and UCC gap-fillers step in. If the offeree's terms are simply additional, they will be considered part of the contract unless (a) the offeror expressly limits acceptance to the terms of the original offer, (b) the new terms materially alter the original offer, or (c) notification of objection to the new terms has already been given or is given within a reasonable time after they are promulgated by the offeree.

Because of the massive confusion engendered by Section 2-207, a revised version was promulgated in 2003, but the revision has never been enacted by any state.