Iowa Code » Chapter 554 — UNIFORM COMMERCIAL CODE
Iowa Code

Iowa Code § 554.2204 (2026)

Formation in general

✓ current as of July 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. [C24, 27, 31, 35, 39, §9930, 9932; C46, 50, 54, 58, 62, §554.1, 554.3; C66, 71, 73, 75, 77, 79, 81, §554.2204] Referred to in §554.2311 \n

Notes of Decisions
Cited in 15 cases (3 in the last 5 years), 1977–2026 · leading case: Tralon Corp. v. Cedarapids, Inc., 966 F. Supp. 812 (N.D. Iowa 1997).
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Tralon Corp. v. Cedarapids, Inc., 966 F. Supp. 812 (N.D. Iowa 1997). · cites it 6× “See Iowa Code § 554.2204 ; see also Wells, Waters & Gases, Inc.”
Flanagan v. Consol. Nutrition, L.C., 627 N.W.2d 573 (Iowa Ct. App. 2001). · cites it 4× “See Iowa Code § 554.2204 . Flanagan testified, however, the parties bought and sold these SEW pigs pursuant to a separate agreement because they did not have a binding long-term contract at that time.”
Bartlett Grain Co., LP v. Steven Carl Sheeder & Maureen Jeanette Pace, 829 N.W.2d 18 (Iowa 2013). · cites it 2× “Iowa Code section 554.2204(1) states, “A contract for sale of goods may be made in any manner sufficient to show agreement.”
Brown v. Heister (Heister), 290 B.R. 665 (Bankr. D. Iowa 2003). · cites it 2× “§§ 2-204, 2-206; Iowa Code §§ 554.2204 , .2206; Flanagan v.”
Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013). · cites it 3× “” Iowa Code § 554.2204 (2). For example, an Article 2 contract can be formed simply from “conduct by both.”
St. Ansgar Mills, Inc. v. Streit, 613 N.W.2d 289 (Iowa 2000). · cites it 2× “§ 554.2204(1). The agreement which creates the contract qualifies even though the exact moment of its making is undetermined or terms are left open, so long as the parties intended to make a contract.”
West Liberty Tel. Co. v. Coppercom, Inc., 805 F. Supp. 2d 669 (S.D. Iowa 2009). · cites it 3× “” Iowa Code § 554.2204 (1) (2001). It is not necessary to determine the precise moment of formation.”
Cargill, Inc. v. Fickbohm, 252 N.W.2d 739 (Iowa 1977). “See also Code 1975, § 554.2204(3). We note parenthetically that the omission of the delivery date in the writing does not involve a statute of frauds problem, in view of the last sentence of § 554.”
Theus v. Pioneer Hi-Bred Int'l, Inc., 738 F. Supp. 1252 (S.D. Iowa 1990). “2106 (1) (“ ‘contract for sale’ includes both a present sale of goods and a contract to sell goods at a future time”); § 554.2204 (open terms acceptable); § 554.”
Wells Fargo Bank, N.A. v. Innovative AG Serv. Co. (In re Highside Pork, L.L.C.), 450 B.R. 173 (Bankr. D. Iowa 2011). · cites it 2× “2d at 577 (citing Iowa Code § 554.2204 (1) in the context of discussing how Article 2 of Iowa’s Uniform Commercial Code has relaxed many formalisms and technicalities of contract formation associated with the common law of contracts).”
In Re HighSide Pork, LLC, 450 B.R. 173 (Bankr. D. Iowa 2011). · cites it 2× “2d at 577 (citing Iowa Code § 554.2204 (1) in the context of discussing how Article 2 of Iowa's Uniform Commercial Code has relaxed many formalisms and technicalities of contract formation associated with the common law of contracts).”
CMT High., LLC v. Logan Contractors Supply, Inc. (Iowa Ct. App. 2025). · cites it 3× “” Iowa Code § 554.2204 (1). And “[e]ven 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.”
Show all 15 citing cases →
Iowa Code § 554.2204(1): 5 cases
Bartlett Grain Co., LP v. Steven Carl Sheeder & Maureen Jeanette Pace, 829 N.W.2d 18 (Iowa 2013). “Iowa Code section 554.2204(1) states, “A contract for sale of goods may be made in any manner sufficient to show agreement.”
Flanagan v. Consol. Nutrition, L.C., 627 N.W.2d 573 (Iowa Ct. App. 2001). “See Iowa Code § 554.2204 . Flanagan testified, however, the parties bought and sold these SEW pigs pursuant to a separate agreement because they did not have a binding long-term contract at that time.”
St. Ansgar Mills, Inc. v. Streit, 613 N.W.2d 289 (Iowa 2000). “§ 554.2204(1). The agreement which creates the contract qualifies even though the exact moment of its making is undetermined or terms are left open, so long as the parties intended to make a contract.”
Dumont Tel. Co. v. Power & Tel. Supply Co., 962 F. Supp. 2d 1064 (N.D. Iowa 2013). “” Iowa Code § 554.2204 (2). For example, an Article 2 contract can be formed simply from “conduct by both.”
Thor Mfg., L.L.C. v. Cedar River Poultry, L.L.C. D/B/A Cedar River Poultry (Iowa Ct. App. 2014).
Iowa Code § 554.2204(2): 3 cases
St. Ansgar Mills, Inc. v. Streit, 613 N.W.2d 289 (Iowa 2000). “§ 554.2204(1). The agreement which creates the contract qualifies even though the exact moment of its making is undetermined or terms are left open, so long as the parties intended to make a contract.”
West Liberty Tel. Co. v. Coppercom, Inc., 805 F. Supp. 2d 669 (S.D. Iowa 2009). “” Iowa Code § 554.2204 (1) (2001). It is not necessary to determine the precise moment of formation.”
Thor Mfg., L.L.C. v. Cedar River Poultry, L.L.C. D/B/A Cedar River Poultry (Iowa Ct. App. 2014).
Iowa Code § 554.2204(3): 2 cases
Cargill, Inc. v. Fickbohm, 252 N.W.2d 739 (Iowa 1977). “See also Code 1975, § 554.2204(3). We note parenthetically that the omission of the delivery date in the writing does not involve a statute of frauds problem, in view of the last sentence of § 554.”
CMT High., LLC v. Logan Contractors Supply, Inc. (Iowa Ct. App. 2025). “” Iowa Code § 554.2204 (1). And “[e]ven 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.”
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