810 ILCS 5/2-204
Formation in general
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(810 ILCS 5/2-204)
(from Ch. 26, par. 2-204)
Sec. 2-204.
Formation in general.
(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.
(Source: Laws 1961, p. 2101.)
Notes of Decisions
Cited in 10
cases (4 in the last 5 years), 1993–2025 · leading case: Magallanes Investment, Inc. v. Circuit Systems, Inc.
Magallanes Investment, Inc. v. Circuit Systems, Inc. (1993)
“The broker stated, “The usual and customary practice in the [shipping] trade is that a sale/purchase becomes binding upon the broker’s agreement to the essential terms as expressed in this case in [the telexes of August 24].”
Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership (1997)
“” 810 ILCS 5/2-204(1) cmt. (1993). 10 Thus, it is not beyond the realm of possibility that FNGP’s oral assurances, by themselves, sufficiently demonstrated FNGP’s acceptance of the SPTCD.”
Berarov v. Archer-Daniels-Midland Company (2019)
“See 810 ILCS 5/2-204 (“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.”
Essendant Co. v. American Product Distributors, Inc. (2019)
“” 810 ILCS 5/2-204; see also 810 ILCS 5/2- 207(3) (“Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract.”
Midland Distribution, Inc. v. Zest US Wholesale, Inc. (2021)
“1993) (applying the same intent test for contract formation under the Uniform Commercial Code, 810 ILCS 5/2-204). To determine the parties’ intent, the court “look[s] to all of the circumstances surrounding the negotiations, including the actions of the principals both during…”
Kessebohmer Retail Merchandising Inc. v. Pete's Fresh Market 4700 Corporation (2024)
“” 810 ILCS 5/2-204(3). The Court concludes Kesseböhmer has sufficiently alleged both contractual theories.”
Franchini v. Marchio (2021)
“See 810 ILCS 5/2-204, 2-202, 2-305 (West 2018).”
Professional Medical – Surgical Supply, Inc., d/b/a Professional Medical, Inc. v. Mission Point Management Services LLC, (2025)
“Dismiss at 7 (quoting 810 ILCS 5/2-204(1)). Citing no cases in support, the Moving Defendants maintain that Professional Medical fails to plead that the Facility Defendants recognized the existence of any contract between Professional Medical and themselves apart from the…”
Jannusch v. Naffziger (2008)
“" 810 ILCS 5/2-204 (West 2004). Defendants argue that nothing was said in the contract - 6 - about allocating a price for good will, a covenant not to com- pete, allocating a price for the equipment, how to release liens, what would happen if there was no loan approval, and…”
Midwest Builders v. Lord and Essex (2007)
“-19- 1-06-1233 Lord & Essex argues that certain terms essential to a credit agreement cannot be ascertained from the document and, therefore, it cannot be considered a contract. It is true that many provisions that one would ordinarily expect in a credit agreement are absent…”
— 810 ILCS 5/2-204(1) — 3 cases
Magallanes Investment, Inc. v. Circuit Systems, Inc. (1993)
“The broker stated, “The usual and customary practice in the [shipping] trade is that a sale/purchase becomes binding upon the broker’s agreement to the essential terms as expressed in this case in [the telexes of August 24].”
Tibor MacHine Products, Inc. v. Freudenberg-Nok General Partnership (1997)
“” 810 ILCS 5/2-204(1) cmt. (1993). 10 Thus, it is not beyond the realm of possibility that FNGP’s oral assurances, by themselves, sufficiently demonstrated FNGP’s acceptance of the SPTCD.”
Professional Medical – Surgical Supply, Inc., d/b/a Professional Medical, Inc. v. Mission Point Management Services LLC, (2025)
“Dismiss at 7 (quoting 810 ILCS 5/2-204(1)). Citing no cases in support, the Moving Defendants maintain that Professional Medical fails to plead that the Facility Defendants recognized the existence of any contract between Professional Medical and themselves apart from the…”
— 810 ILCS 5/2-204(3) — 2 cases
Kessebohmer Retail Merchandising Inc. v. Pete's Fresh Market 4700 Corporation (2024)
“” 810 ILCS 5/2-204(3). The Court concludes Kesseböhmer has sufficiently alleged both contractual theories.”
Midwest Builders v. Lord and Essex (2007)
“-19- 1-06-1233 Lord & Essex argues that certain terms essential to a credit agreement cannot be ascertained from the document and, therefore, it cannot be considered a contract. It is true that many provisions that one would ordinarily expect in a credit agreement are absent…”
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