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84-2-311. Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 84-2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subsections (1) (c) and (3) of section 84-2-319 specifications or arrangements relating to shipment are at the seller's option.

(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies

(a) is excused for any resulting delay in his own performance; and

(b) may also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

History: L. 1965, ch. 564, § 45; January 1, 1966.


This section should be read with section 84-2-204 and in light of Article 2's intentionally permissive standards of contract formation. Business necessity may demand that some details of the contract be left open for one of the parties to fill in by specification. Subsection (1) provides that such contracts are sufficiently definite to be enforceable. The party with the right to specify must exercise that right in good faith and within the limits of commercial reasonableness. Subsection (2) states the presumption that specification of details as to the assortment of goods is the buyer's responsibility and that specification of shipment arrangements is the seller's responsibility. Subsection (3) states available remedies when a party does not cooperate as required under this section or by the contract. This section's general treatment of the problem of cooperation is in basic agreement with the Restatement (Second) of Contracts § 34.

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