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

common law). The provision probably reflects prevailing commercial practice,
and is available only in the following circumstances:
the offeror must be a merchant;
there must be a writing signed by the merchant offering to hold the
offer open;
the period of irrevocability must be for a reasonable time, which
cannot exceed three months (and if longer than three months, will
be enforced up to three months); and
if the writing containing the firm offer is provided by the offeree,
the firm offer portion of the writing must be separately signed by
the offeror.
This fourth requirement is a good example of “reasonable expectations,” a
concept found frequently in the Code, though that name for it is never used. The
concept recognizes the reality that the parties do not read their contracts carefully,
and puts the burden on the party offering an unusual or unexpected term to
reasonably call it to the attention of the other party. See Scott J. Burnham,
Incorporating the Doctrine of Reasonable Expectations in Article 2, 11 Duq. Bus.
L.J. 217 (2009).
Problem 3-3. A seller offers to sell a widget to a buyer for $1,000. The buyer sends the seller a
draft agreement containing standard terms of sale. In addition, the buyer includes this term in the
middle of the contract:
17. Seller hereby offers to sell Buyer 100 additional widgets for $1,000 each on the same
terms. This offer will be held open until May 15.
On May 1, the seller signs the form on the signature line at the end and sends it to the buyer, who
also signs it. A week later, the buyer informs the seller that he accepts the offer in paragraph 17.
Is there a binding contract for the 100 additional widgets?
3.3.3.2. If consideration is paid by the offeree to the offeror to hold the offer open,
the terms of § 2-205 do not apply. Read the last two sentences of Comment 3 to
§ 2-205.
Problem 3-4. A seller offers to sell a widget to a buyer for $1,000. The buyer wants more time to
think about it, and asks the seller if he will accept $25 to keep the offer open for six months. The
seller agrees and the buyer pays the $25. Four months later, the buyer accepts the offer. Is the
offer still open at the time the buyer accepted it?
Problem 3-5. Raymond, who raises, trains, and sells quarter horses, sends the following letter to
Ed, who has been looking for a roping horse to buy:
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