84-2-204.
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.
History:
L. 1965, ch. 564, § 28; January 1, 1966.
KANSAS COMMENT, 1996
This section sets out the Code's liberal policy toward contract formation. Subsection (1) recognizes that parties can form a contract by any manner of expression, including conduct, sufficient to show agreement. Under subsection (3), a contract does not fail for indefiniteness so long as the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Kansas courts have routinely found enforceable contracts even though one or more terms were left open at the time the contract was formed. See Southwest Eng'g Co. v. Martin Tractor Co., 205 K. 684, 473 P.2d 18 (1970); Geo. C. Christopher & Son, Inc. v. Kansas Paint & Color Co., 215 K. 185, 523 P.2d 709, modified on rehearing on other grounds, 215 K. 510, 525 P.2d 686 (1974); Stanturf v. Quality Dodge, Inc., 3 K.A.2d 485, 596 P.2d 1247 (1979). Missing terms are supplied by Article 2's many "gap-filler" provisions, thus providing the necessary definiteness of terms for a court to order an appropriate remedy. See 84-2-305 to 84-2-311. Accordingly, the parties' intent to make a contract is the key factor under the Code.
Law Review and Bar Journal References:
"URLTA, Kansas, and the Common Law," Michael J. Davis, 21 K.L.R. 387, 395 (1973).
"Underlying Philosophy of Article 2," John E. Murray, Jr., 21 W.L.J. 1, 5 (1982).
"Too Much Good Faith in Real Estate Purchase Agreements? Give Me an Option," Harvey L. Temkin, 34 K.L.R. 43, 54 (1985).
"Electronic Commerce in Kansas: Contract Formation and Formalities Under Article 2," Christopher R. Drahozal, 68 J.K.B.A. No. 5, 22 (1999).
CASE ANNOTATIONS
1. Failure to agree on terms of payment would not, of itself, defeat an otherwise valid agreement reached by parties to a contract. Southwest Engineering Co., Inc. v. Martin Tractor Co., Inc., 205 Kan. 684, 691, 473 P.2d 18.
2. Subsection (3) applied; contractual relationship based on specifications and bids upheld; implied warranty of fitness. Christopher and Son v. Kansas Paint and Color Co., 215 Kan. 185, 192, 523 P.2d 709. Modified: 215 Kan. 510, 525 P.2d 626.
3. Contract does not fail for indefiniteness if parties intended to make contract. Stanturf v. Quality Dodge, Inc., 3 Kan. App. 2d 485, 486, 487, 596 P.2d 1247.
4. Action to collect federal excise taxes on diesel fuel; a valid contract existed and breached by mutual mistake; defendant would have been unjustly enriched. Continental Oil Co. v. Ideal Truck Lines, Inc., 7 Kan. App. 2d 153, 156, 638 P.2d 954 (1982).
5. Parties conduct sufficient to establish contract formed. Smith & Loveless, Inc. v. Caicos Corp., 471 F. Supp. 2d 1140, 1151 (D. Kan. 2007).
Wachter Mgmt. Co. v. Dexter & Chaney, Inc., 144 P.3d 747 (Kan. 2006). · cites it 7דPursuant to K.S.A. 84-2-204, a contract for the sale of goods is formed “in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.”
Klocek v. Gateway, Inc., 104 F. Supp. 2d 1332 (D. Kan. 2000). · cites it 2ד” K.S.A. § 84-2-204; V.A.M.S. § 400.2-204. 9 .”
DP-Tek, Inc. v. AT & T Global Info. Solutions Co., 891 F. Supp. 1510 (D. Kan. 1995). · cites it 2דSee K.S.A. § 84-2-201. Even though DP-Tek alleges the oral agreement reached in April and May of 1992 was a modification of the earlier Scope of Work Agreement and Master Agreement, and even if the parties could somehow be construed to have waived the no oral modification…”
Cont'l Oil Co. v. Ideal Truck Lines, Inc., 638 P.2d 954 (Kan. Ct. App. 1981). · cites it 2דK.S.A. 84-2-204 provides: "(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.”
Stanturf v. Quality Dodge, Inc., 596 P.2d 1247 (Kan. Ct. App. 1979). · cites it 2דK.S.A. 84-2-204 provides: “(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.”
In Re Bts, Inc., 104 B.R. 1009 (Bankr. W.D. Mo. 1989). · cites it 2דK.S.A. § 84-2-204(3) 6 does not provide assistance to Somervold in meeting his burden of proof.”
Dreymoor Fertilizers Overseas Pte. Ltd. v. Mikhailova (D. Kan. 2023). · cites it 4דIn Dreymoor’s initial memorandum, Dreymoor references Kansas’ Uniform Commercial Code and specifically cites K.S.A. § 84-2-204 for the proposition that “[a] contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which…”
Icon Structures, Inc. v. 84 Lumber Co., L.P. (D. Kan. 2020). · cites it 2ד” The parties do not dispute the existence of an agreement. The parties’ conduct supports that there was an agreement.”
Smith & Loveless, Inc. v. Caicos Corp., 471 F. Supp. 2d 1140 (D. Kan. 2007). · cites it 2דAlthough Caicos has stated on occasion that Washington law may apply to this case, the parties have declined two invitations from the court to explain how Washington law would apply and, if so, how it materially differs from Kansas law in this area.”
Flaherty v. CNH Indus. Am., 446 P.3d 1078 (Kan. Ct. App. 2019). “As for limitation of warranties, the UCC provides: "Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of…”
— K.S.A. § 84-2-204(1) — 2 cases
Wachter Mgmt. Co. v. Dexter & Chaney, Inc., 144 P.3d 747 (Kan. 2006). “Pursuant to K.S.A. 84-2-204, a contract for the sale of goods is formed “in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.”
Dreymoor Fertilizers Overseas Pte. Ltd. v. Mikhailova (D. Kan. 2023). “In Dreymoor’s initial memorandum, Dreymoor references Kansas’ Uniform Commercial Code and specifically cites K.S.A. § 84-2-204 for the proposition that “[a] contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which…”
— K.S.A. § 84-2-204(3) — 2 cases
In Re Bts, Inc., 104 B.R. 1009 (Bankr. W.D. Mo. 1989). “K.S.A. § 84-2-204(3) 6 does not provide assistance to Somervold in meeting his burden of proof.”
Stanturf v. Quality Dodge, Inc., 596 P.2d 1247 (Kan. Ct. App. 1979). “K.S.A. 84-2-204 provides: “(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.”
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