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Illinois Compiled Statutes

810 ILCS 5/2-305 (2026)

Open price term

✓ current as of May 2026
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(810 ILCS 5/2-305) (from Ch. 26, par. 2-305)
    Sec. 2-305. 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 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 his option treat the contract as cancelled 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.
(Source: Laws 1961, p. 2101.)

    
Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 1995–2021 · leading case: Seiden Law Grp., P.C. v. Segal, 2021 IL App (1st) 200877 (Ill. App. Ct. 2021).
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Seiden Law Grp., P.C. v. Segal, 2021 IL App (1st) 200877 (Ill. App. Ct. 2021). “” 810 ILCS 5/2-305(1)(a) (West 2020). As such, when the Uniform Commercial Code “controls contract interpretations in Illinois,” the “courts may imply reasonable contract terms for the parties.”
Indus. Specialty Chemicals, Inc. v. Cummins Engine Co., 902 F. Supp. 805 (N.D. Ill. 1995). “In particular, there is no allegation that the parties agreed on (1) the prices of the products to be sold, (2) the duration of the agreement, or (3) the amount of each type of chemical to be sold.”
Solon v. Midwest Med. Records Ass'n, 898 N.E.2d 207 (Ill. App. Ct. 2008). “We cannot say that it is per se reasonable to charge a $20 flat fee for processing costs under sections 8-2001 and 8-2003 of the Code, as defendant advocates.”
Solon v. Midwest Med. Records Ass'n, Inc. (Ill. App. Ct. 2008). “We cannot say that it is per se reasonable to charge a $20 flat fee for processing costs under sections 8-2001 and 8-2003 of the Code, as defendant advocates.”
— 810 ILCS 5/2-305(1) — 1 case
Indus. Specialty Chemicals, Inc. v. Cummins Engine Co., 902 F. Supp. 805 (N.D. Ill. 1995). “In particular, there is no allegation that the parties agreed on (1) the prices of the products to be sold, (2) the duration of the agreement, or (3) the amount of each type of chemical to be sold.”
— 810 ILCS 5/2-305(1)(a) — 1 case
Seiden Law Grp., P.C. v. Segal, 2021 IL App (1st) 200877 (Ill. App. Ct. 2021). “” 810 ILCS 5/2-305(1)(a) (West 2020). As such, when the Uniform Commercial Code “controls contract interpretations in Illinois,” the “courts may imply reasonable contract terms for the parties.”
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