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

Mich. Comp. Laws § 440.2305

Open price term; fixed price.

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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2305 Open price term; fixed price.

Sec. 2305.

    (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.

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

Notes of Decisions
Cited in 10 cases (2 in the last 5 years), 1969–2025 · leading case: Gage Products Co. v. Henkel Corporation
Sort: Relevance Newest Treatment
Gage Products Co. v. Henkel Corporation (2004) ca6 · cites it 4× “See Mich. Comp. Laws § 440.2305 (4) (“Where .”
Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc. (2013) mich · cites it 2× “MCL 440.2305(1) (price term can be left open and “[i]n such a case the price is a reasonable price at the time for delivery”).”
S C Gray, Inc. v. Ford Motor Co. (1979) michctapp “Hence, it is evident that plaintiffs itemization of damages had no relation to the actual hours spent on a change, but instead was based upon an estimate of a reasonable price for each change.”
JW Knapp Company v. Sinas (1969) michctapp · cites it 2× “2 See MCLA §440.2305 (Stat Ann 1964 Bev § 19.2305), stating that if the parties so intend they can conclude a contract for sale even though the price is not settled and providing how the price shall be determined in sueh a case; MCLA § 440.”
Flamm v. Scherer (1972) michctapp “Subsection (3) of § 2305 of the Uniform Commercial Code—Sales, being MCLA 440.2305; MSA 19.2305 provides: "(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…”
Fan-Gil Corp. v. American Hospital Supply Corp. (1973) michctapp “MCLA 440.2305(4); MSA 19.2305(4), expressly contemplates a situation where the parties do not intend to be bound until the price is agreed upon.”
Barto v. United States (1993) mied “§ 440.2305(l)(a). With respect to this case, Mr.”
Schwartz v. Sun Co. (R & M) (2002) ca6 “” Mich. Comp. Laws Ann. § 440.2305 (1994). On this issue, Schwartz introduced only the naked fact of Sun’s price discrimination.”
Dahl Automotive Onalaska Inc. v. Ford Motor Company (2022) wiwd · cites it 3× “• It is bad-faith price fixing, in violation of Mich. Comp. Laws § 440.2305 . • It is a breach of the duty of good faith and fair dealing, in violation of Mich.”
Dillon Energy Services Inc v. New Products Corporation (2025) michctapp · cites it 2× “As addressed, Dillon’s president testified that Dillon gave New Products the option to purchase natural gas through the spot market, and New Products elected to do so in February 2021.”
— Mich. Comp. Laws § 440.2305(1) — 2 cases
Fisher Sand & Gravel Co. v. Neal a Sweebe, Inc. (2013) mich “MCL 440.2305(1) (price term can be left open and “[i]n such a case the price is a reasonable price at the time for delivery”).”
Dillon Energy Services Inc v. New Products Corporation (2025) michctapp “As addressed, Dillon’s president testified that Dillon gave New Products the option to purchase natural gas through the spot market, and New Products elected to do so in February 2021.”
— Mich. Comp. Laws § 440.2305(1)(a) — 1 case
Dillon Energy Services Inc v. New Products Corporation (2025) michctapp “As addressed, Dillon’s president testified that Dillon gave New Products the option to purchase natural gas through the spot market, and New Products elected to do so in February 2021.”
— Mich. Comp. Laws § 440.2305(4) — 1 case
Fan-Gil Corp. v. American Hospital Supply Corp. (1973) michctapp “MCLA 440.2305(4); MSA 19.2305(4), expressly contemplates a situation where the parties do not intend to be bound until the price is agreed upon.”
— Mich. Comp. Laws § 440.2305(l)(a) — 1 case
Barto v. United States (1993) mied “§ 440.2305(l)(a). With respect to this case, Mr.”
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