Contract Law
Part of the common law series
Contract
Contract formation
Offer and acceptance  · Mailbox rule
Mirror image rule  · Invitation to treat
Firm offer  · Consideration
Defenses against formation
Lack of capacity to contract
Duress  · Undue influence
Illusory promise  · Statute of frauds
Non est factum
Contract interpretation
Parol evidence rule
Contract of adhesion
Integration clause
Contra proferentem
Excuses for non-performance
Mistake  · Misrepresentation
Frustration of purpose  · Impossibility
Unclean hands  · Unconscionability
Illegality  · Accord and satisfaction
Rights of third parties
Privity of contract
Assignment  · Delegation
Novation  · Third party beneficiary
Breach of contract
Anticipatory repudiation  · Cover
Exclusion clause  · Efficient breach
Fundamental breach
Remedies
Specific performance
Liquidated damages
Penal damages  · Rescission
Quasi-contractual obligations
Promissory estoppel
Quantum meruit
Subsets: Conflict of law Commercial law
Other areas of the common law
Tort law  · Property law
Wills and trusts
Criminal law  · Evidence

In the United States, a firm offer is an offer defined by UCC § 2-205 of the Uniform Commercial Code of the United States. It holds merchants to a high standard of care in making an offer by certain offers irrevocable for a certain length of time. It in essence creates an option contract without any consideration. It reflects a change from traditional common law that treated all parties to a contract the same way, to a more modern view that holds certain parties to a higher standard of behavior. Image File history File links Scale_of_justice. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... The mailbox rule or the postal acceptance rule is a term of common law contracts which determines the timing of acceptance of an offer when mail is contemplated as the medium of acceptance. ... In the law of contracts, the mirror image rule states that an offer must be accepted exactly without modifications. ... In contract law, an invitation to treat (invitation to bargain in the US) is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ... Consideration is something that is done or promised in return for a contractual promise. ... The capacity of both natural and artificial persons determines whether they may make binding amendments to their rights, duties and obligations, such as getting married or merging, entering into contracts, making gifts, or writing a valid will. ... Duress in the context of contract law is a common law defence, and if you are successful in proving that the contract is vitiated by duress, you can rescind the contract, since it is then voidable. ... Undue influence (as a term in jurisprudence) is an equitable doctrine that involves one person taking advantage of a position of power over another person. ... In contract law, an illusory promise is one that courts will not enforce. ... The statute of frauds refers to a requirement in many common law jurisdictions that certain kinds of contracts, typically contractual obligations, be done in writing. ... This article or section does not cite its references or sources. ... This article or section does not cite its references or sources. ... A standard form contract (sometimes referred to as an adhesion contract or boilerplate contract) is a contract between two parties that does not allow for negotiation, i. ... An integration clause, in the contract law, is a term in the language of the contract that declares it to be the complete and final agreement between the parties. ... Contra preferendum or contra preferentem is the rule in contract law that is applied when interpreting a clause, especially an exclusion clause, in an action that says that, where ambiguity as to a terms meaning exists, it should be read against the party who wrote it. ... In contract law a mistake is incorrect understanding by one or more parties to a contract and may be used as grounds to invalidate the agreement. ... In contract law, a misrepresentation is a false statement of fact made by one party to another party and has the effect of inducing that party into the contract. ... Frustration of purpose is a term used in the law of contracts to describe a defense to an action for non-performance based on the occurance of an unforseen event which makes performance impossible or commercially impracticable. ... Impossible redirects here. ... This article or section does not cite its references or sources. ... This article or section does not cite its references or sources. ... An illegal agreement, under the common law of contract, is one that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. ... Accord and satisfaction is the purchase of the release from a debt obligation. ... The doctrine of privity in contract law provides that a contract cannot confer rights or impose obligations arising under it on any person or agent except the parties to it. ... An assignment is a term used with similar meanings in the law of contracts and in the law of real estate. ... Delegation is a term used in the law of contracts to describe the act of giving another person the responsibility of carrying out the performance agreed to in a contract. ... Novation is a term used in contract law and business law to describe the act of either replacing an obligation to perform with a new obligation, or replacing a party to an agreement with a new party. ... A third party beneficiary, in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been a party to the contract. ... Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other partys performance. ... Anticipatory repudiation (or anticipatory breach) is a term in the law of contracts that describes a declaration by one party (the promissing party) to a contract that they do not intend to live up to their obligations under the contract. ... Cover is a term used in the law of contracts to describe a remedy available to a merchant buyer who has received an anticipatory repudiation of a contract for the receipt of goods. ... An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. ... Efficient breach refers to a breach of contract that the breaching party considers desirable even when the legal and economic ramifications of such a breach are considered. ... Fundamental breach, sometimes known as a repudiatory breach, is a breach so fundamental that it permits the aggrieved party to terminate performance of the contract, in addition to entitling that party to sue for damages. ... Definition of Specific performance In the law of remedies, a specific performance is a demand of a party to perform a specific act. ... Liquidated damages is a term used in the law of contracts to describe a contractual term which establishes damages to be paid to one party if the other party should breach the contract. ... Penal damages are best seen as quantitatively excessive liquidated damages and are invalid under the common law. ... In contract law, rescission (to rescind or set aside a contract) refers to the cancellation of the contract between the parties. ... Estoppel is a concept that prevents a party from acting in a certain way because it is not equitable to do so. ... Quantum meruit is a Latin phrase meaning as much as he has deserved. In the context of contract law, it means something along the lines of reasonable value of services. Situations The concept of quantum meruit applies to the following situations: I. When a person employs (impliedly or expressly) another... International private law, private international law or conflict of laws is the branch of private law which regulates lawsuits involving foreign laws or jurisdictions. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... In the common law, a tort is a civil wrong for which the law provides a remedy. ... This article or section does not cite any references or sources. ... This article needs additional references or sources for verification. ... The law of trusts and estates is generally considered the body of law which governs the management of personal affairs and the disposition of property of an individual in anticipation and the event of such persons incapacity or death, also known as the law of successions in civil law. ... Criminal law (also known as penal law) is the body of statutory and common law that deals with crime and the legal punishment of criminal offenses. ... The law of evidence governs the use of testimony (e. ... The Uniform Commercial Code (UCC or the Code) is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in 49 states (all except Louisiana) within the United States of America. ... An option contract is defined as a promise which meets the requirements for the formation of a contract and limits the promisors power to revoke an offer. ... Consideration is something that is done or promised in return for a contractual promise. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ...

There are two versions of the UCC firm offer rule in effect. The old UCC § 2-205 states that an offer is firm and irrevocable if:

• it is an offer to buy or sell goods
• it is made by a merchant
• it is a signed writing

There are at least two additional requirements. First, in no event will the period of irrevocability be longer than three months. Second, if the offeree submits a form on which the offeror is supposed to set out the offer, then the irrevocability condition must be separately signed by the offeror. If all of these conditions are met, then the offer will be irrevocable either for the period stated in the offer, or for a reasonable time if no time is stated in the offer. Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ... Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. ...

Thus, if there is a stated time period of 6 months, then the 3 month limit applies and the offer ceases to be legally enforceable after 3 months. If a reasonable time period would be longer than 3 months, the limit nevertheless applies and terminates the offer's enforceability after 3 months.

The new UCC § 2-205 does away with the "signed writing" requirement. Instead, it requires an "authenticated record." Also, instead of a separate signature for form offers, the proposed UCC § 2-205 requires separate "authentication." This is slightly broader language - a signature qualifies as authentication, but so does any other visual mark or sound intended to indicate adoption of the terms; a signed writing is an authenticated record, but so is any other inscription in a tangible or electronic medium that may be retrieved in a perceivable form.

These changes are intended to make the UCC provision more similar to the U.N. Convention on Contracts for the International Sale of Goods, and to clear up any ambiguities that may exist as to whether a firm offer may be made electronically. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is a treaty offering a uniform international sales law that is accepted by countries that account for two-thirds of all world trade. ...

See also

• Uniform Commercial Code
• U.N. Convention on Contracts for the International Sale of Goods