Like an option contract, the Firm Offer Rule is a type of irrevocable offer contract, meaning the person offering the contract cannot revoke it for a period of time. However, there are many differences between the Firm Offer Rule and an option contract. Unlike an option contract for instance, the Firm Offer Rule is governed by the Uniform Commercial Code (UCC) and applies only to merchants who deal in the sale of goods. This is an important rule to be aware of if you are considered a merchant under the auspices of the UCC. Familiarizing yourself with the details is advisable.

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Formation

The contract is governed by the UCC, so both parties must Merchants. The Offeror - the merchant who offers to sell goods - offers to sell goods to the buyer (offeror). This offer remains on the table for either an express or implied period of time. If express, the contract itself contains the amount of time the buyer has to make a decision. In order for the period of time to be implied, certain conditions must be met according to the UCC which will trigger a “gap-filler” provision (more below). There must also be adequate consideration - money - stated between both parties.

Implied Offer

Even if the offeror does not expressly state a period of time during which the offer cannot be revoked, the Firm Offer Rule will be deemed applicable if:

  1. An offer to buy or sell goods exists,

  2. There is a signed agreement that the offer will be open, but does not state the time frame during which the offer is open, and

  3. Both parties are Merchants, and therefore more familiar than the average layperson with buying and selling goods.

If these conditions are met, the UCC mandates that the offer stay open for a period of 3 months (90 days).

Drafting Contracts for Goods

In drafting a contract for the sale of goods, be aware that the Firm Offer Rule could apply. You can use our template for a contract for the sale of goods to help you. Additionally, it is always advisable to have an attorney look over any draft agreement you wish to submit to another party.

Get started Start Your Contract for Services Answer a few questions. We'll take care of the rest.

Get started Start Your Contract for Services Answer a few questions. We'll take care of the rest.