California Codes
Cal. Commercial Code § 2204 (2026)
Form, Formation and Readjustment of Contract
✓ leginfo export of Sept. 26, 2026 (applied Oct. 1, 2026)
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(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.
Notes of Decisions
Cited in 11
cases (3 in the last 5 years), 2001–2024 · leading case: Norcia v. Samsung Telecomm. Am., LLC, 845 F.3d 1279 (9th Cir. 2017).
Norcia v. Samsung Telecomm. Am., LLC, 845 F.3d 1279 (9th Cir. 2017). “” Cal. Com. Code § 2204 (1). “Courts must determine whether the outward manifestations of consent would lead a reasonable person to believe the offeree has assented to the agreement.”
Specht v. Netscape Commc'ns Corp., 150 F. Supp. 2d 585 (S.D.N.Y. 2001). “” Cal. Com.Code § 2204. These principles enjoy continuing vitality in the realm of software licensing.”
Specht v. Netscape Commc'ns Corp., 306 F.3d 17 (2d Cir. 2002). “”); see also Cal. Com.Code § 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 *29 a contract.”
Morgan Tire of Sacramento, Inc. v. Goodyear Tire & Rubber Co., 60 F. Supp. 3d 1109 (E.D. Cal. 2014). “” Cal. Com.Code § 2204; see also Cal. Com.Code § 2206(l)(a) (“An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.”
Comerica Bank v. Whitehall Specialties, Inc., 352 F. Supp. 2d 1077 (C.D. Cal. 2004). “” Cal. Com.Code § 2204(1). Offers to make a contract invite acceptance by any reasonable manner or medium.”
Lima v. Gateway, Inc., 886 F. Supp. 2d 1170 (C.D. Cal. 2012). “3d 550 (2012) (quoting Cal. Com. Code § 2204 (1)). In general, “[a]n offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.”
Arizona Cartridge Remanufacturers Ass'n v. Lexmark Int'l Inc., 421 F.3d 981 (9th Cir. 2005). “” Cal. Com.Code § 2204(1). Additionally, California law provides that an “agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.”
In re Samsung Galaxy Smartphone Mktg. & Sales Practices Litig., 298 F. Supp. 3d 1285 (N.D. Cal. 2018). “at 1284 (quoting Cal. Com. Code § 2204 (1) ). The court recognized the corollary that silence or inaction usually is not enough because acceptance is measured by whether an offeree's outward manifestations of consent would indicate to a reasonable person that the offeree has…”
John Dinan v. Sandisk LLC, 844 F. App'x 978 (9th Cir. 2021). “II The complaint fails to state a claim for breach of contract.”
Wheeler v. LG Elec. USA, Inc., No. 1:22-cv-00459, 2024 WL 51353 (E.D. Cal. Jan. 4, 2024). “” Cal. Com. Code § 2204 (1). Thus, in considering the mutual 24 consent element of contract formation, “[c]ourts must determine whether the outward 25 manifestations of consent would lead a reasonable person to believe the offeree has assented to 26 the agreement.”
Soil Retention Prods., Inc. v. Brentwood Indus., Inc., 582 F. Supp. 3d 725 (S.D. Cal. 2022). “” CAL. COMM. CODE § 2204(1) (emphasis 24 added); see also Norcia v.”
Cal. Commercial Code § 2204(1): 4 cases
Specht v. Netscape Commc'ns Corp., 306 F.3d 17 (2d Cir. 2002). “”); see also Cal. Com.Code § 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 *29 a contract.”
Comerica Bank v. Whitehall Specialties, Inc., 352 F. Supp. 2d 1077 (C.D. Cal. 2004). “” Cal. Com.Code § 2204(1). Offers to make a contract invite acceptance by any reasonable manner or medium.”
Arizona Cartridge Remanufacturers Ass'n v. Lexmark Int'l Inc., 421 F.3d 981 (9th Cir. 2005). “” Cal. Com.Code § 2204(1). Additionally, California law provides that an “agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.”
Soil Retention Prods., Inc. v. Brentwood Indus., Inc., 582 F. Supp. 3d 725 (S.D. Cal. 2022). “” CAL. COMM. CODE § 2204(1) (emphasis 24 added); see also Norcia v.”
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