Printable Format84-2-205. Firm offers. 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.
History: L. 1965, ch. 564, § 29; January 1, 1966.
KANSAS COMMENT, 1996
1. At common law, an offer was freely revocable by the offeror. Only if the offeror made an option contract—a promise to keep the offer open supported by consideration—was an offer irrevocable. In addition, some case law recognized that reliance on an offer could make the offer irrevocable under the doctrine of promissory estoppel. E.g., Drennan v. Star Paving Co., 51 Cal. 2d 409, 333 P.2d 757 (1958).
2. This section provides an additional way for a merchant to make an irrevocable offer; it does not apply to offers by non-merchants. Under this section, an offer is irrevocable if it (1) is made by a merchant; (2) in a signed writing; and (3) gives assurances that it will be held open. The offer is irrevocable for the period stated in the offer or a reasonable time, to a maximum of three months. Offerors are protected from inadvertently making a firm offer by the requirement that an offeror must separately sign any such term in a form supplied by the offeree.
Law Review and Bar Journal References:
Cited in "U.C.C.: The Farmer is Not a Merchant Under the U.C.C.—Promissory Estoppel to Avoid the Operation of the Statute of Frauds," Mark A. Buck, 16 W.L.J. 230, 236 (1976).
"Electronic Commerce in Kansas: Contract Formation and Formalities Under Article 2," Christopher R. Drahozal, 68 J.K.B.A. No. 5, 22 (1999).
CASE ANNOTATIONS
1. Section applied; evidence supported trial courts findings. Barlett & Co., Grain v. Curry, 1 Kan. App. 2d 242, 247, 563 P.2d 1096.