A seller and a buyer entered into an agreement where the seller would provide a specific type of machinery to the buyer. The agreement identified the machinery but made no mention of price or delivery terms. When the seller later refused to deliver the machinery, it claimed the agreement was too incomplete to be legally enforceable. How should this disagreement be resolved?
No, the agreement is not enforceable because the buyer’s failure to negotiate a price voids its formation.
Yes, the agreement is enforceable because courts can determine if a binding agreement exists and provide missing terms as needed.
Yes, the agreement is enforceable because parties in a sales agreement are presumed to follow default market standards for missing terms.
No, the agreement is not enforceable because a contract must include all key terms, including price and delivery.
A contract for the sale of goods can still be enforceable even if some terms are missing, provided that both parties intended to form a binding agreement. Under the Uniform Commercial Code (UCC), courts often step in to supply missing terms, like a fair price or a reasonable delivery timeline, if those terms are customarily ascertainable. This ability to fill gaps ensures that agreements aren’t invalidated purely for lacking minor details.
Other answers are incorrect because they misstate the law or emphasize requirements that are not essential for enforceability. While material terms are important, intent and the potential to reasonably supplement missing details are sufficient to create an enforceable agreement. For example, the omission of price does not automatically make the agreement unenforceable, nor is it true that gaps are always assumed to conform to 'standard market practices.' The courts rely on objective assessments rather than such sweeping presumptions.
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