Legal Question in Business Law in Florida
business law
Is under article 2 of UCC that is irrevocable even though there is no consideration a firm offer
2 Answers from Attorneys
Re: business law
You are CORRECT. You are referring to
Section 2-205 of the UCC (Uniform Commercial Code).
Moreover, in New York State, even written offers with assurances to hold open for a stated time which are NOT covered by the UCC (e.g., contracts for rendition of services) are IRREVOCABLE EVEN IF the offeror does NOT receive consideration. (This is set forth in
Section 5-1109 of New York State's General Obligations Law (GOL)).
Section 2-205 of the UCC (FIRM OFFERS) states that a merchant's offer to sell or buy goods "in a SIGNED WRITING which gives assurance" that this offer will be held open for the time stated in the writing, is IRREVOCABLE, EVEN THOUGH the merchant does NOT receive ANY consideration for this firm offer.
In New York State's Uniform Commercial Code (unlike, I THINK I REMEMBER, Pennsylvania's or New Jersey's ALTHOUGH I am NOT a New Jersey lcienced attorney nor a Pennsylvania licenced attorney), in New York, it makes a difference if both buyer and seller are merchants or if the buyer is not a merchant:
In New York, if both buyer and seller are merchants, then: if no time period is specified in the firm offer then the firm offer is held open for a "reasonable time" of up to three months and if the time specified in the firm offer is less than three months then the firm offer is held open for that specified time.
However, in New York, if both parties are merchants, then in New York, then the firm offer CANNOT be held open for more than three months without consideration.
Nevertheless, in New York, if the buyer is NOT a merchant, then the three month time limit does NOT apply, the firm offer becomes an options contract held open for the time specified in the signed writing even if that time is greater than three months.
Re: business law
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