Cal. Codes » Commercial Code / DIVISION 2. SALES / CHAPTER 2. Form, Formation and Readjustment of Contract
California Codes

Cal. Commercial Code § 2206 (2026)

Form, Formation and Readjustment of Contract

✓ leginfo export of Sept. 26, 2026 (applied Oct. 1, 2026)
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(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.

Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 1966–2022 · leading case: Coleman Eng'g Co. v. North Am. Aviation, Inc., 420 P.2d 713 (Cal. 1966).
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Coleman Eng'g Co. v. North Am. Aviation, Inc., 420 P.2d 713 (Cal. 1966). · cites it 2× “, Com. Code, § 2206), although in this case such a means of acceptance was probably not contemplated because of the length of time required for performance.”
Morgan Tire of Sacramento, Inc. v. Goodyear Tire & Rubber Co., 60 F. Supp. 3d 1109 (E.D. Cal. 2014). “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 § 2206(l)(a). “An agreement modifying a contract within this division needs no consideration to be binding.”
Lima v. Gateway, Inc., 886 F. Supp. 2d 1170 (C.D. Cal. 2012). “” Cal. Com. Code § 2206 (l)(a). An oral contract may be sufficiently definite despite leaving open various terms “if the parties intended to make a contract and there is a reasonably certain basis for providing an appropriate remedy.”
R & J Sheet Metal v. Joseph Karscig, No. B301918 (Cal. Ct. App. Aug. 24, 2022). “” (Com. Code, § 2206, subd. (1)(a).) Here, the unambiguous language of the bid shows that the bid expired before the purchase order was made.”
Roth Grading, Inc. v. Martin Bros. Constr., 493 F. Supp. 3d 865 (E.D. Cal. 2020). “16 Martin cannot avoid this conclusion by arguing its offer “lapsed” under California 17 Commercial Code section 2206(2). See Mot.”
Cal. Commercial Code § 2206(2): 1 case
Roth Grading, Inc. v. Martin Bros. Constr., 493 F. Supp. 3d 865 (E.D. Cal. 2020). “16 Martin cannot avoid this conclusion by arguing its offer “lapsed” under California 17 Commercial Code section 2206(2). See Mot.”
Cal. Commercial Code § 2206(l)(a): 2 cases
Morgan Tire of Sacramento, Inc. v. Goodyear Tire & Rubber Co., 60 F. Supp. 3d 1109 (E.D. Cal. 2014). “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 § 2206(l)(a). “An agreement modifying a contract within this division needs no consideration to be binding.”
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