GA Code § 11-2-204 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 2 - Form, Formation, and Readjustment of Contract|§ 11-2-204. Formation in General

  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.   An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.   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.    (Code 1933, § 109A-2 - 204, enacted by Ga. L. 1962, p. 156, § 1.)   Law reviews.   - For comment on Fender v. Colonial Stores, Inc., 138 Ga. App. 31, 225 S.E.2d 691 (1976), see 28 Mercer L. Rev. 751 (1977).   JUDICIAL DECISIONS   Editor's notes.   - In light of the similarity of the provisions, decisions under former Code 1933, § 96-101 are included in the annotations for this section.   Common-law rule not abrogated.    - The so called "gap filler" provision in O.C.G.A. § 11-2-204(3) does not obliterate the common law rule that the first requirement of law of a valid contract is that there must be a meeting of the minds of the parties and mutuality, and the agreement must be expressed plainly and explicitly enough to show what the parties agree upon; a contract cannot be enforced if its terms are incomplete or incomprehensible. Drug Line v. Sero-Immuno Diagnostics, Inc., 217 Ga. App. 530, 458 S.E.2d 170 (1995).   Formalities required for contract formation reduced.    - The Uniform Commercial Code makes contracts easier to form and imposes a wider range of options than before; parties may form a contract through conduct rather than merely through the exchange of communications constituting "offer and acceptance." D.N. Garner Co. v. Georgia Palm Beach Aluminum Window Corp., 233 Ga. App. 252, 504 S.E.2d 70 (1998).    In a case in which a steel company signed a purchase order from a general contractor after it had rejected the terms of the purchase order and had submitted a counter-offer to the general contractor, a district court, in granting summary judgment in favor of the general contractor, correctly concluded that the record evidence disclosed no material fact in dispute; no reasonable jury could find that the general contractor and the steel company agreed to terms of a steel supply contract for the construction project. The requirement for a meeting of the minds necessary under O.C.G.A. § 13-3-2 had not been met, and there was no agreement between the parties under O.C.G.A. § 11-2-204. South Cent. Steel, Inc. v. McKnight Constr. Co., 263 Fed. Appx. 806 (11th Cir. 2008)(Unpublished).   No meeting of the minds or mutuality established.    - In a cottonseed buyer's suit for breach of contract against a cottonseed seller, the trial court properly granted summary judgment to the seller as no mutuality as to the contract terms existed since the buyer never obtained credit approval. Further, the buyer's reliance on the purported promise was unreasonable as a matter of law; thus, promissory estoppel did not apply as the buyer never received credit approval, which was an essential element of the cottonseed business. AgriCommodities, Inc. v. J. D. Heiskell & Co., 297 Ga. App. 210, 676 S.E.2d 847 (2009).   Valid, enforceable contract.   - Written agreement signed by party against whom enforcement is sought constitutes valid, enforceable contract if the writing shows that a contract has been agreed to and there is a reasonably certain basis for granting relief. Mitchell-Huntley Cotton Co. v. Lawson, 377 F. Supp. 661 (M.D. Ga. 1973).    When a car dealer admitted that a contract existed for the sale of a specific quantity of goods, namely, one vehicle, via the dealer's representative's deposition, but on different terms and conditions than those alleged by the car's potential buyer, the oral agreement between the parties was enforceable under the exception to the statute of frauds set forth in O.C.G.A. § 11-2-201(3)(b). Jones v. Baran Co., LLC, 290 Ga. App. 578, 660 S.E.2d 420 (2008).    Under O.C.G.A. § 11-2-204(3), a contract between a hospital and medical supplier consisting of a contingency-based purchase order and an invoice did not fail for indefiniteness because, by the deliverance of the goods and the acceptance of the goods without protest in writing within ten days of receipt, the parties were deemed to have agreed upon quantity and price terms. Ardus Med., Inc. v. Emanuel County Hosp. Auth., 558 F. Supp. 2d 1301 (S.D. Ga. 2008).    Acceptance letter manifested contractual intent. See J. Lee Gregory, Inc. v. Scandinavian House, 209 Ga. App. 285, 433 S.E.2d 687 (1993).   Price may be left for ascertainment by certain and exact method.    - If price of goods is fixed and delivery is perfect a contract is executed. Fact that price is to be ascertained by a certain and exact method subsequent to contract does not affect validity or completeness of the sale, nor does fact that sale is on credit. Comstock v. Tarbush, 73 Ga. App. 724, 37 S.E.2d 925 (1946)(decided under former Code 1933, § 96-101).    Where parties consented as to goods to be sold, price, and delivery, sale was completed. Cordell v. Macon Coca-Cola Bottling Co., 56 Ga. App. 117, 192 S.E. 228 (1937)(decided under former Code 1933, § 96-101).   Contract for cotton was binding, though cotton not planted at time.   - Where written contracts, on their face, show clearly that parties intended to enter into contracts for sale of cotton, and testimony of all of parties indicated that each intended to make a binding contract for sale of cotton at time contracts were executed, then it is clear that contracts were formed regardless of whether the cotton had in fact been planted at time of execution. R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075 (M.D. Ga. 1973), aff'd, 494 F.2d 41 (5th Cir. 1974).   Evidentiary issues.    - Summary judgment was precluded where material issues of fact existed as to whether there was an acceptance of a written offer of a manufacturer to furnish and install windows for a project and whether the offer was for a particular window model or for windows meeting project specifications. D.N. Garner Co. v. Georgia Palm Beach Aluminum Window Corp., 233 Ga. App. 252, 504 S.E.2d 70 (1998).    Cited in Taunton v. Allenberg Cotton Co., 378 F. Supp. 34 (M.D. Ga. 1973); Promech Corp. v. Brodhead-Garrett Co., 131 Ga. App. 314, 205 S.E.2d 511 (1974); Duval & Co. v. Malcom, 233 Ga. 784, 214 S.E.2d 356 (1975); Deck House, Inc. v. Scarborough, Sheffield & Gaston, Inc., 139 Ga. App. 173, 228 S.E.2d 142 (1976); Unique Designs, Inc. v. Pittard Mach. Co., 200 Ga. App. 647, 409 S.E.2d 241 (1991).   RESEARCH REFERENCES   Am. Jur. 2d.   - 15A Am. Jur. 2d, Commercial Code, § 69. 67 Am. Jur. 2d, Sales, §§ 102, 103.   C.J.S.   - 77A C.J.S., Sales, § 29 et seq.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-204.   ALR.    - Acting on order for goods as an acceptance thereof, 29 A.L.R. 1352.   Nature, construction, and effect of "lay away" or "will call" plan or system, 10 A.L.R.3d 456.   Output contracts under § 2-306(1) of Uniform Commercial Code, 30 A.L.R.4th 396.    "And/or,", 154 A.L.R. 866.   Applicability of UCC Article 2 to mixed contracts for sale of consumer goods and services, 1 A.L.R.7th 3.   Applicability of UCC Article 2 to mixed contracts for sale of goods and services: distributorship, franchise, and similar business contracts, 8 A.L.R.7th 4.   Applicability of UCC Article 2 to mixed contracts for sale of business goods and services: manufacturing, construction, and similar contracts, 15 A.L.R.7th 7.