672.305
Open price term.
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672.305 Open price term.—
(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:
(a) Nothing is said as to price; or
(b) The price is left to be agreed by the parties and they fail to agree; or
(c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2) A price to be fixed by the seller or by the buyer means a price for her or him to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at her or his option treat the contract as canceled or herself or himself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
History.—s. 1, ch. 65-254; s. 560, ch. 97-102.
Note.—s. 2-305, U.C.C.
Notes of Decisions
Cited in 10
cases, 1995–2020 · leading case: Offices Togolais Des Phosphates v. Mulberry Phosphates, Inc.
Offices Togolais Des Phosphates v. Mulberry Phosphates, Inc. (1999)
“The official comment to Fla.Stat. § 672.305 suggests that “reasonable price” should be construed as the market value or reasonable value of the goods.”
In re Miami Metals I, Inc. (2019)
“" Fla. Stat. Ann. § 672.305 (1) ; N.Y. U.C.”
Giacalone v. Helen Ellis Memorial Hospital Foundation, Inc. (2009)
“218 (1993) (§ 672.305(2): “A price to be fixed by the seller or by the buyer means a price for him to fix good faith.”
Acosta v. District Bd. of Trustees (2005)
“218 (1993)(§ 672.305(2): "A price to be fixed... means a price .”
Barnes v. Diamond Aircraft Industries, Inc. (2007)
“” F.S.A. § 672.305; UCC § 2-103(1)(b). The Eleventh Circuit has recognized that under Florida law, the limit placed on a party’s discretion in this respect “is not great.”
Jeetendra L. Shukla, Individually v. Bp Exploration & Oil, Inc., A.K.A. Bp Oil Company, Petro Distributing, Inc. (1997)
“See Fla.Stat.Ann. § 672.305 (1993). Further, Florida sales law allows open price terms to be explained or supplemented by reference to the parties’ course of dealing or usage of trade.”
Payne v. Humana Hosp. Orange Park (1995)
“at 219 ("This seemingly unnecessary admonition was included to deny to the seller the unbridled license to fix any exorbitant or unreasonable price he may wish."). Humana thus is limited to reasonable compensation.”
Horowitch v. Diamond Aircraft Industries, Inc. (2007)
“, “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.”
United Food Mart, Inc. v. Motiva Enterprises, LLC (2005)
“§ 2-305(2), codified at Fla. Stat. § 672.305 (2) ], dealing with the situation where the price is to be fixed by one party rejects the uncommercial idea that an agreement that the seller may fix the price means that he may fix any price he may wish by the express qualification…”
ConSeal International Incorporated v. Neogen Corporation (2020)
“The Uniform Commercial Code (“UCC”) requires that a contract with an open price term be fixed in “good faith,” Fla. Stat. § 672.305 (2), which includes the subjective and objective components of “honesty in fact and the observance of reasonable commercial standards of fair…”
— 672.305(2) — 5 cases
Giacalone v. Helen Ellis Memorial Hospital Foundation, Inc. (2009)
“218 (1993) (§ 672.305(2): “A price to be fixed by the seller or by the buyer means a price for him to fix good faith.”
Acosta v. District Bd. of Trustees (2005)
“218 (1993)(§ 672.305(2): "A price to be fixed... means a price .”
Payne v. Humana Hosp. Orange Park (1995)
“at 219 ("This seemingly unnecessary admonition was included to deny to the seller the unbridled license to fix any exorbitant or unreasonable price he may wish."). Humana thus is limited to reasonable compensation.”
Horowitch v. Diamond Aircraft Industries, Inc. (2007)
“, “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.”
United Food Mart, Inc. v. Motiva Enterprises, LLC (2005)
“§ 2-305(2), codified at Fla. Stat. § 672.305 (2) ], dealing with the situation where the price is to be fixed by one party rejects the uncommercial idea that an agreement that the seller may fix the price means that he may fix any price he may wish by the express qualification…”
— 672.305(l)(a) — 1 case
Offices Togolais Des Phosphates v. Mulberry Phosphates, Inc. (1999)
“The official comment to Fla.Stat. § 672.305 suggests that “reasonable price” should be construed as the market value or reasonable value of the goods.”
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