(Sales) mote on Contract formation Under UCC Article 2 (Gap Fillers)

Question 1

If both parties intend to be bound and agree on the quantity (or make a requirements or outputs contract), but fail to agree on a price for the goods

Answer 1

the price will be a reasonable price at the time of delivery. [UCC 2-305]

Question 2

If the parties fail to agree on whether the buyer must pay at the time of delivery, does the buyer have a right to inspect the goods before paying?

Answer 2

Yes, [As a result, the gap-filler rule is NOT cash-on-delivery.]

Question 3

If the parties fail to agree on the place of delivery, under the gap-filler rules, the place of delivery will be

Answer 3

(i) the seller’s place of business; (ii) if the seller has none, then at the seller’s residence; and (iii) if there is neither, then at the place where the goods are located.

Question 4

If the agreement fails to address how to terminate an on-going deal, in general, can a party terminate immediately?

Answer 4

No, Generally, a party must give reasonable notice before terminating. [UCC 2-309(3)]

Question 5

if the parties do not agree on warranties, the seller will be deemed to

Answer 5

make the implied warranty of title, and a seller who is a merchant will be deemed to make the implied warranty of merchantability.