Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.2204 (2026)

Contract for sale; formation, conduct, time, open terms.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2204 Contract for sale; formation, conduct, time, open terms.

Sec. 2204.

    (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: 1962, Act 174, Eff. Jan. 1, 1964

Notes of Decisions
Cited in 30 cases (5 in the last 5 years), 1969–2024 · leading case: Loretta Gayle Galea v. Fca US LLC, 917 N.W.2d 694 (Mich. Ct. App. 2018).
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Loretta Gayle Galea v. Fca US LLC, 917 N.W.2d 694 (Mich. Ct. App. 2018). · cites it 2× “Plaintiff also contends, citing MCL 440.2204(1) of Michigan's UCC, that the arbitration agreement is invalid because she signed the arbitration agreement on May 31, 2014, while she made the down payment on the vehicle on April 19, 2014.”
Johnson Controls, Inc. v. TRW Veh. Saf. Sys., Inc., 491 F. Supp. 2d 707 (E.D. Mich. 2007). · cites it 4× “” Mich. Comp. Laws § 440.2204 (3). The official comment to § 2204(3) states: If the parties intend to enter into a binding agreement, this subsection recognizes that agreement as valid in law, despite missing terms, if there is any reasonably certain basis for granting a remedy.”
Iverson Indus., Inc. v. Metal Mgmt. Ohio, Inc., 525 F. Supp. 2d 911 (E.D. Mich. 2007). · cites it 2× “” Mich. Comp. Laws § 440.2204 (1). In this case, the parties continued to do business with each other after the contract expired, but on what terms? Section 2-208 of the UCC states that “any course of performance accepted or acquiesced in without objection shall be relevant to…”
JW Knapp Co. v. Sinas, 172 N.W.2d 867 (Mich. Ct. App. 1969). · cites it 4× “” MCLA §440.2204 (Stat Ann 1964 Rev § 19.2204).”
Gage Prods. Co. v. Henkel Corp., 393 F.3d 629 (6th Cir. 2004). “§ 2-204, Mich. Comp. Laws § 440.2204 , 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.”
Lorenz Supply Co. v. Am. Stand., Inc., 300 N.W.2d 335 (Mich. Ct. App. 1980). “See MCL 440.2204(3); MSA 19.2204(3), MCL 440.”
Lorenz Supply Co. v. Am. Stand., Inc., 39 U.C.C. Rep. Serv. (West) 1169 (Mich. 1984). “See MCL 440.2204(3); MSA 19.2204(3), MCL 440.”
Truform, Inc. v. Gen. Motors Corp., 80 F. App'x 968 (6th Cir. 2003). · cites it 2× “Mich. Comp. Laws Ann. § 440.2204 (1) (emphasis added).”
In Re Frost Est., 344 N.W.2d 331 (Mich. Ct. App. 1983). “, the requirements of § 2201 have been fulfilled, the question to be resolved is whether parol evidence may be admitted in order to make the agreement sufficiently definite to be enforceable.”
KLT Indus., Inc. v. Eaton Corp., 505 F. Supp. 1072 (E.D. Mich. 1981). “§ 440.2204, M.S.A. § 19.2204. B. UCC 1-203 imposes an obligation of good faith in performance or enforcement on KLT and Eaton.”
West Cent. Packing Inc. v. a F Murch Co., 311 N.W.2d 404 (Mich. Ct. App. 1981). “Even though MCL 440.2204(1); MSA 19.2204(1) states that a contract for the sale of goods may be formed by any manner of expression by the parties, this provision is qualified expressly by the statute of frauds section.”
Michigan Bean Co. v. Senn, 287 N.W.2d 257 (Mich. Ct. App. 1979). “Under MCL 440.2204(1); MSA 19.2204(1), a contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by the parties which recognizes the existence of a contract.”
Show all 30 citing cases →
— Mich. Comp. Laws § 440.2204(1) — 11 cases
Loretta Gayle Galea v. Fca US LLC, 917 N.W.2d 694 (Mich. Ct. App. 2018). “Plaintiff also contends, citing MCL 440.2204(1) of Michigan's UCC, that the arbitration agreement is invalid because she signed the arbitration agreement on May 31, 2014, while she made the down payment on the vehicle on April 19, 2014.”
West Cent. Packing Inc. v. a F Murch Co., 311 N.W.2d 404 (Mich. Ct. App. 1981). “Even though MCL 440.2204(1); MSA 19.2204(1) states that a contract for the sale of goods may be formed by any manner of expression by the parties, this provision is qualified expressly by the statute of frauds section.”
Johnson Controls, Inc. v. TRW Veh. Saf. Sys., Inc., 491 F. Supp. 2d 707 (E.D. Mich. 2007). “” Mich. Comp. Laws § 440.2204 (3). The official comment to § 2204(3) states: If the parties intend to enter into a binding agreement, this subsection recognizes that agreement as valid in law, despite missing terms, if there is any reasonably certain basis for granting a remedy.”
Michigan Bean Co. v. Senn, 287 N.W.2d 257 (Mich. Ct. App. 1979). “Under MCL 440.2204(1); MSA 19.2204(1), a contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by the parties which recognizes the existence of a contract.”
Loretta Gayle Galea v. Fca US LLC (Mich. Ct. App. 2018).
— Mich. Comp. Laws § 440.2204(2) — 2 cases
Johnson Controls, Inc. v. TRW Veh. Saf. Sys., Inc., 491 F. Supp. 2d 707 (E.D. Mich. 2007). “” Mich. Comp. Laws § 440.2204 (3). The official comment to § 2204(3) states: If the parties intend to enter into a binding agreement, this subsection recognizes that agreement as valid in law, despite missing terms, if there is any reasonably certain basis for granting a remedy.”
The Dow Chem. Co. v. Auria Solutions USA Inc (Mich. Ct. App. 2023).
— Mich. Comp. Laws § 440.2204(3) — 6 cases
Lorenz Supply Co. v. Am. Stand., Inc., 300 N.W.2d 335 (Mich. Ct. App. 1980). “See MCL 440.2204(3); MSA 19.2204(3), MCL 440.”
Lorenz Supply Co. v. Am. Stand., Inc., 39 U.C.C. Rep. Serv. (West) 1169 (Mich. 1984). “See MCL 440.2204(3); MSA 19.2204(3), MCL 440.”
Barto v. United States, 823 F. Supp. 1369 (E.D. Mich. 1993).
Robert Williams v. Jagbir Sran (Mich. Ct. App. 2017).
Robert Williams v. Jagbir Sran (Mich. Ct. App. 2017).
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