What exactly is the Firm Offer Rule?

Some contracts are governed by the firm offer rule. So what exactly is it, and how does it function? Answer a few basic questions to get the answers and form a contract.

What you’ll discover:

Making an Implicit Offer and Writing Goods Contracts

The Firm Offer Rule, like an option contract, is a sort of irrevocable offer contract, which means that the person providing the contract cannot retract it for a length of time. There are, however, significant variations between the Firm Offer Rule and an option contract. The Firm Offer Rule, unlike an option contract, is controlled by the Uniform Commercial Code (UCC) and applies solely to merchants who engage in the sale of commodities. This is an essential regulation to understand if you are classified as a merchant under the UCC. It is recommended that you get acquainted with the specifics.

Formation

Since the transaction is regulated by the Uniform Commercial Code, both parties must be Merchants. The merchant who offers to sell products – the Offeror – offers to sell items to the customer (offeror). This deal is valid for either an explicit or implied time period. If expressly stated, the contract specifies the period of time the buyer has to make a choice. According to the UCC, certain elements must be followed in order for the length of time to be inferred, which will activate a “gap-filler” clause (more below). There must also be enough monetary consideration expressed between both parties.

Inferred Offer

Even if the offeror does not clearly indicate a time limit within which the offer cannot be retracted, the Firm Offer Rule applies if:

There is an offer to purchase or sell products.

There is a formal agreement stating the offer will be available, but it does not specify when the offer will be open, and

Both sides are Merchants, and hence are more accustomed with purchasing and selling products than the typical layman.

If these requirements are satisfied, the UCC requires that the offer remain available for three months (90 days).

Creating Goods Contracts

Be mindful that the Firm Offer Rule may apply when negotiating a contract for the sale of goods. You may use our sample contract for the sale of commodities to assist you. Moreover, it is usually prudent to have an attorney review any draft agreement you intend to send to another party.