Wisconsin Statutes
Wis. Stat. § 402.305 (2026)
Open price term
✓ current as of July 2026
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402.305(1)(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:
402.305(1)(c)(c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a 3rd person or agency and it is not so set or recorded.
402.305(2)(2) A price to be fixed by the seller or by the buyer means a price for that party to fix in good faith.
402.305(3)(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 party may at his or her option treat the contract as canceled or fix a reasonable price.
402.305(4)(4) Where, however, the parties intend not to be bound unless the price is 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.
402.305 AnnotationAn implied contract by a dairy plant to pay the competitive price to milk producers does not permit the plant to pay a lower price since the mere absence of misrepresentation or deceit does not establish good faith; an open price contract still requires fair dealing. Columbus Milk Producers’ Cooperative v. Department of Agriculture, 48 Wis. 2d 451, 180 N.W.2d 617 (1970).
402.305 AnnotationUnder this section, which allows parties to a contract for the sale of goods to conclude the contract agreeing to settle the price at a subsequent date, the contract price is a reasonable price at the time of delivery if the parties are unable to agree. Schmieder v. Standard Oil Co. of Indiana, 69 Wis. 2d 419, 230 N.W.2d 732 (1975).
Notes of Decisions
Cited in 3
cases, 1970–1994 · leading case: Columbus Milk Producers' Coop. v. Dep't of Agric., 180 N.W.2d 617 (Wis. 1970).
Columbus Milk Producers' Coop. v. Dep't of Agric., 180 N.W.2d 617 (Wis. 1970). “The Department in effect made dual findings that not only was there a breach by Columbus of its implied contract to pay the competitive price, but also that the open price terms of sec. 402.305, Stats., apply. Columbus claims, contrary to what we conclude is the substantial…”
Schmieder v. Stand. Oil Co. of Indiana, 230 N.W.2d 732 (Wis. 1975). “Sec. 402.305, Stats., allows parties to conclude a contract for the sale of goods without settling the matter of price.”
In Re Pelton, 171 B.R. 641 (Bankr. W.D. Wis. 1994). “The price was to be calculated upon the current market value of the feed in the proportion which that expense bore among other defined expenses to the sale price of the cattle. The contract for the sale of crops and feed would not fail for indefimteness.”
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