The gardener is not bound to sell all the tomatoes he grows in his garden for $25/bushel.
The issue to be decided is whether the neighbor must sell all his tomatoes to the chef next door for
$25/bushel based on an offer to hold open the contract for fourteen days.
The UCC governs when there is a contract for goods. Here, the contract involves the sale of goods so
it is governed by UCC.
A traditional, enforceable contract is formed when there is
1. Mutual assent
2. Consideration
3. No defenses to formation that would invalidate the contract.
Here, the chef did not offer to buy the tomatoes. He said he was interested.
Acceptance is the manifestation of willingness to enter into the agreement.
Here, the gardener agreed to sell all the tomatoes he grew to the chef if he decided to purchase them
after a fourteen day waiting period.
Additional consideration must be paid to hold an offer open for a period of time, generally referred to
as an options contract.
Here, the chef did not pay any additional consideration to there was no option contract or other
contractual agreement to keep the offer open for the fourteen days.
The Statute of Frauds requires that a contract for goods must be satisfied with a signed writing or by
performance for several reasons including a contract for the purchase or sale of goods for $500 or
more.
Here, there is it unknown whether the gardener could have provided the minimum twenty one bushels
that would trigger the SoF. If so, the writing would have to be signed with the party charged; show a
contract was formed; and contain all the requisite terms of the deal. Note: UCC contracts do not
require prices which can be filled in after the contract is signed.
The document the chef produced for the gardener to sign included the seller Gardener, the price of
$25/bushel, and the amount which was the entire harvest of Gardener which is sometimes referred to
as an output contract.
Conclusion
The chef did not pay any additional consideration to keep the gardener’s offer open. He made another
contract with Farmer’s Market and informed the chef before she accepted his offer.
The gardener is not bound to sell Chef all the tomatoes he grows for $25/bushel.