Sales and Leases - A Problem-based Approach, 2016a

3.2.4.2. Quantity. Section § 2-204(3) states that a contract does not fail for
indefiniteness if “there is a reasonably certain basis for giving an appropriate
remedy.” Failure to state a quantity can be fatal because without a quantity, it is
difficult to determine the remedy. For example, if I sue you for your failure to
deliver “widgets,” how many did you promise me? Failure to state a quantity is
not fatal, however, if there is a reasonable basis for supplying the quantity term. It
might be supplied by course of dealing. If each month a law firm has purchased 10
reams of paper from a seller and in April it orders “paper,” the quantity can
probably be supplied by the past measure. According to § 2-306, if the quantity is
measured either by the output of the seller or the requirements of the buyer, that is
sufficient to establish a quantity. The amount supplied or demanded is constrained
by good faith and by prior output or requirements.
3.2.4.3. Delivery. Section 2-307 provides the default rule that all the goods
ordered must be tendered in a single delivery. If the parties contract around that
rule, they have created an “installment contract” under § 2-612. According to § 2-
308, in the absence of a specified place for delivery, the place of delivery is at the
seller’s place of business or residence if the seller does not have a place of
business. As we will see, this concept becomes important when we discuss
delivery terms in Chapter 10. The starting point is that the seller has no obligation
to deliver the goods to the buyer.
3.2.4.4. Time. It will not surprise you that § 2-309 provides that when the contract
does not specify a time, the default rule is a reasonable time.
3.2.4.5. Payment. Sections 2-307 and 2-310 provide that payment is due on tender
of delivery. According to § 2-511, payment must be made in the manner current in
the ordinary course of business. So if it is customary to pay by check, the seller
must accept a check. However, if the seller demands legal tender, the seller must
give the buyer an extension of time to come up with the cash.
3.2.4.6. Quality. The quality of the goods promised by the seller is a matter of
warranty law, which is discussed in Chapters 6-8.
Problem 3-1. A buyer agrees in writing to buy a widget from a seller for $1,000. The buyer then
finds out that the market price of that widget at the time of sale was $800. Does the buyer have a
claim against the seller that the price was not reasonable under § 2-305?
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