SECTIONS 2201-2210 - California Statutes

COMMERCIAL CODE

SECTION 2201-2210

2201. (1) Except as otherwise provided in this section a contract
for the sale of goods for the price of five hundred dollars ($500) or
more is not enforceable by way of action or defense unless there is
some writing sufficient to indicate that a contract for sale has been
made between the parties and signed by the party against whom
enforcement is sought or by his or her authorized agent or broker. A
writing is not insufficient because it omits or incorrectly states a
term agreed upon but the contract is not enforceable under this
paragraph beyond the quantity of goods shown in the writing.
(2) Between merchants if within a reasonable time a writing in
confirmation of the contract and sufficient against the sender is
received and the party receiving it has reason to know its contents,
it satisfies the requirements of subdivision (1) against the party
unless written notice of objection to its contents is given within 10
days after it is received.
(3) A contract which does not satisfy the requirements of
subdivision (1) but which is valid in other respects is enforceable:
(a) If the goods are to be specially manufactured for the buyer
and are not suitable for sale to others in the ordinary course of the
seller's business and the seller, before notice of repudiation is
received and under circumstances which reasonably indicate that the
goods are for the buyer, has made either a substantial beginning of
their manufacture or commitments for their procurement;
(b) If the party against whom enforcement is sought admits in his
or her pleading, testimony, or otherwise in court that a contract for
sale was made, but the contract is not enforceable under this
provision beyond the quantity of goods admitted; or
(c) With respect to goods for which payment has been made and
accepted or which have been received and accepted (Section 2606).
(4) Subdivision (1) of this section does not apply to a qualified
financial contract as that term is defined in paragraph (2) of
subdivision (b) of Section 1624 of the Civil Code if either (a) there
is, as provided in paragraph (3) of subdivision (b) of 1624 of the
Civil Code, sufficient evidence to indicate that a contract has been
made or (b) the parties thereto, by means of a prior or subsequent
written contract, have agreed to be bound by the terms of the
qualified financial contract from the time they reach agreement (by
telephone, by exchange of electronic messages, or otherwise) on those
terms.

2202. Terms with respect to which the confirmatory memoranda of the
parties agree or which are otherwise set forth in a writing intended
by the parties as a final expression of their agreement with respect
to such terms as are included therein may not be contradicted by
evidence of any prior agreement or of a contemporaneous oral
agreement but may be explained or supplemented
(a) By course of dealing, course of performance, or usage of trade
(Section 1303); and
(b) By evidence of consistent additional terms unless the court
finds the writing to have been intended also as a complete and
exclusive statement of the terms of the agreement.

2204. (1) A contract for sale of goods may be made in any manner
sufficient to show agreement, including conduct by both parties which
recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may
be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for
sale does not fail for indefiniteness if the parties have intended to
make a contract and there is a reasonably certain basis for giving
an appropriate remedy.

2205. (a) An offer by a merchant to buy or sell goods in a signed
writing which by its terms gives assurance that it will be held open
is not revocable, for lack of consideration, during the time stated
or if no time is stated for a reasonable time, but in no event may
such period of irrevocability exceed three months; but any such term
of assurance on a form supplied by the offeree must be separately
signed by the offeror.
(b) Notwithstanding subdivision (a), when a merchant renders an
offer, oral or written, to supply goods to a contractor licensed
pursuant to the provisions of Chapter 9 (commencing with Section
7000) of Division 3 of the Business and Professions Code or a similar
contractor's licensing law of another state, and the merchant has
actual or imputed knowledge that the contractor is so licensed, and
that the offer will be relied upon by the contractor in the
submission of its bid for a construction contract with a third party,
the offer relied upon shall be irrevocable, notwithstanding lack of
consideration, for 10 days after the awarding of the contract to the
prime contractor, but in no event for more than 90 days after the
date the bid or offer was rendered by the merchant; except that an
oral bid or offer, when for a price of two thousand five hundred
dollars ($2,500) or more, shall be confirmed in writing by the
contractor or his or her agent within 48 hours after it is rendered.
Failure by the contractor to confirm such offer in writing shall
release the merchant from his or her offer. Nothing in this
subdivision shall prevent a merchant from providing that the bid or
offer will be held open for less than the time provided for herein.

2206. (1) Unless otherwise unambiguously indicated by the language
or circumstances
(a) An offer to make a contract shall be construed as inviting
acceptance in any manner and by any medium reasonable in the
circumstances;
(b) An order or other offer to buy goods for prompt or current
shipment shall be construed as inviting acceptance either by a prompt
promise to ship or by the prompt or current shipment of conforming
or nonconforming goods, but such a shipment of nonconforming goods
does not constitute an acceptance if the seller seasonably notifies
the buyer that the shipment is offered only as an accommodation to
the buyer.
(2) Where the beginning of a requested performance is a reasonable
mode of acceptance an offeror who is not notified of acceptance
within a reasonable time may treat the offer as having lapsed before
acceptance.

2207. (1) A definite and seasonable expression of acceptance or a
written confirmation which is sent within a reasonable time operates
as an acceptance even though it states terms additional to or
different from those offered or agreed upon, unless acceptance is
expressly made conditional on assent to the additional or different
terms.
(2) The additional terms are to be construed as proposals for
addition to the contract. Between merchants such terms become part of
the contract unless:
(a) The offer expressly limits acceptance to the terms of the
offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is
given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a
contract is sufficient to establish a contract for sale although the
writings of the parties do not otherwise establish a contract. In
such case the terms of the particular contract consist of those terms
on which the writings of the parties agree, together with any
supplementary terms incorporated under any other provisions of this
code.

2209. (1) An agreement modifying a contract within this division
needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission
except by a signed writing cannot be otherwise modified or rescinded,
but except as between merchants such a requirement on a form
supplied by the merchant must be separately signed by the other
party.
(3) The requirements of the statute of frauds section of this
division (Section 2201) must be satisfied if the contract as modified
is within its provisions.
(4) Although an attempt at modification or rescission does not
satisfy the requirements of subdivision (2) or (3) it can operate as
a waiver.
(5) A party who has made a waiver affecting an executory portion
of the contract may retract the waiver by reasonable notification
received by the other party that strict performance will be required
of any term waived, unless the retraction would be unjust in view of
a material change of position in reliance on the waiver.

2210. (1) A party may perform his or her duty through a delegate
unless otherwise agreed or unless the other party has a substantial
interest in having his or her original promisor perform or control
the acts required by the contract. No delegation of performance
relieves the party delegating of any duty to perform or any liability
for breach.
(2) Except as otherwise provided in Section 9406, unless otherwise
agreed, all rights of either seller or buyer can be assigned except
where the assignment would materially change the duty of the other
party, or increase materially the burden or risk imposed on him or
her by his or her contract, or impair materially his or her chance of
obtaining return performance. A right to damages for breach of the
whole contract or a right arising out of the assignor's due
performance of his or her entire obligation can be assigned despite
agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a
security interest in the seller's interest under a contract is not a
transfer that materially changes the duty of, or increases materially
the burden or risk imposed on, the buyer or impairs materially the
buyer's chance of obtaining return performance within the purview of
subdivision (2) unless, and then only to the extent that, enforcement
actually results in a delegation of material performance of the
seller. Even in that event, the creation, attachment, perfection, and
enforcement of the security interest remain effective, but (A) the
seller is liable to the buyer for damages caused by the delegation to
the extent that the damages could not reasonably be prevented by the
buyer, and (B) a court having jurisdiction may grant other
appropriate relief, including cancellation of the contract for sale
or an injunction against enforcement of the security interest or
consummation of the enforcement.
(4) Unless the circumstances indicate the contrary, a prohibition
of assignment of "the contract" is to be construed as barring only
the delegation to the assignee of the assignor's performance.
(5) An assignment of "the contract" or of "all my rights under the
contract" or an assignment in similar general terms is an assignment
of rights and, unless the language or the circumstances (as in an
assignment for security) indicate the contrary, it is a delegation of
performance of the duties of the assignor, and its acceptance by the
assignee constitutes a promise by him or her to perform those
duties. This promise is enforceable by either the assignor or the
other party to the original contract.
(6) The other party may treat any assignment which delegates
performance as creating reasonable grounds for insecurity and may,
without prejudice to his or her rights against the assignor, demand
assurances from the assignee (Section 2609).