Article 2 — Sales · Section 2-204

UCC § 2-204

Quick Answer

What does UCC § 2-204 cover?

A comprehensive overview of UCC § 2-204, detailing the formation of contracts for the sale of goods.

Source: U.C.C. § 2-204

Official Text
A contract for the 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. An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
Plain Language

UCC § 2-204 provides flexibility in the formation of sales contracts, indicating that a valid contract can be established through any means that demonstrate mutual agreement. This provision allows for contracts to be formed even when the exact moment they were made is unclear.

Key Definitions

Contract for Sale

An agreement between a buyer and a seller regarding the transfer of ownership of goods for a price.

Goods

All things (including specially manufactured goods) which are movable at the time of identification to the contract for sale.

Practical Examples

Example 1

A buyer and seller verbally agree on the sale of a car, and the buyer hands over the payment – a contract is formed despite not being written.

Example 2

A seller begins shipping goods to a buyer after receiving an order form, and the buyer accepts the goods when they arrive, establishing a contract through their actions.

Common Exam Issues
  • Understanding the implications of conduct as a means of forming a contract.
  • Distinguishing between agreements that are enforceable and those that are merely preliminary negotiations.
  • Interpreting the concept of 'moment of its making' and its effects on the contract validity.
Related Sections
  • ucc-2-201
  • ucc-2-202

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