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(810 ILCS 5/Art.
2 Pt. 2 heading)
PART
2. FORM, FORMATION AND READJUSTMENT OF CONTRACT
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(810 ILCS 5/2-201) (from Ch. 26,
par. 2-201)
Sec. 2-201. Formal requirements;
statute of frauds.
(1) Except as otherwise provided
in this Section a contract for the sale of goods for the price
of $500 or more is not enforceable by way of action or defense
unless there is some writing sufficient to indicate that a contract
for sale has been made between the parties and signed by the
party against whom enforcement is sought or by his authorized
agent or broker. A writing is not insufficient
because it omits or incorrectly states a term agreed upon but
the contract is not enforceable under this paragraph beyond the
quantity of goods shown in such writing.
(2) Between merchants if within
a reasonable time a writing in confirmation of the contract and
sufficient against the sender is received and the party receiving
it has reason to know its contents, it satisfies the requirements
of subsection (1) against such party unless written notice of
objection to its contents is given within 10 days after it is
received.
(3) A contract which does not satisfy
the requirements of subsection (1) but which is valid in other
respects is enforceable
(a) if
the goods are to be specially manufactured for the buyer and
are not suitable for sale to others in the ordinary course of
the seller's business and the seller, before notice of repudiation
is received and under circumstances which reasonably indicate
that the goods are for the buyer, has made either a substantial
beginning of their manufacture or commitments for their procurement;
or
(b) if
the party against whom enforcement is sought admits in his pleading,
testimony or otherwise in court that a contract for sale was
made, but the contract is not enforceable under this provision
beyond the quantity of goods admitted; or
(c) with
respect to goods for which payment has been made and accepted
or which have been received and accepted (Section 2--606).
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-202) (from Ch. 26,
par. 2-202)
Sec. 2-202. Final written
expression: parol or extrinsic evidence.
Terms with respect to which the
confirmatory memoranda of the parties agree or which are otherwise
set forth in a writing intended by the parties as a final expression
of their agreement with respect to such terms as are included
therein may not be contradicted by evidence of any prior agreement
or of a contemporaneous oral agreement but may be explained or
supplemented
(a) by
course of dealing or usage of trade (Section 1--205)
or by course of performance (Section 2--208); and
(b) by
evidence of consistent additional terms unless the court finds
the writing to have been intended also as a complete and exclusive
statement of the terms of the agreement.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-203) (from Ch. 26,
par. 2-203)
Sec. 2-203. Seals inoperative.
The affixing of a seal to a writing
evidencing a contract for sale or an offer to buy or sell goods
does not constitute the writing a sealed instrument and the law
with respect to sealed instruments does not apply to such a contract
or offer.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-204) (from Ch. 26,
par. 2-204)
Sec. 2-204. Formation in
general.
(1) 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.
(2) An agreement sufficient to
constitute a contract for sale may be found even though the moment
of its making is undetermined.
(3) 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-205) (from Ch. 26,
par. 2-205)
Sec. 2-205. Firm offers.
An offer by a merchant to buy or
sell goods in a signed writing which by its terms gives assurance
that it will be held open is not revocable, for lack of consideration,
during the time stated or if no time is stated for a reasonable
time, but in no event may such period of irrevocability exceed
3 months; but any such term of assurance on a form supplied
by the offeree must be separately signed by the offeror.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-206) (from Ch. 26,
par. 2-206)
Sec. 2-206. Offer and acceptance
in formation of contract.
(1) Unless otherwise unambiguously
indicated by the language or circumstances
(a) an
offer to make a contract shall be construed as inviting acceptance
in any manner and by any medium reasonable in the circumstances;
(b) an
order or other offer to buy goods for prompt or current shipment
shall be construed as inviting acceptance either by a prompt
promise to ship or by the prompt or current shipment of conforming
or non-conforming goods, but such a shipment of non-conforming
goods does not constitute an acceptance if the seller seasonably
notifies the buyer that the shipment is offered only as an accommodation
to the buyer.
(2) Where the beginning of a requested
performance is a reasonable mode of acceptance an offeror who
is not notified of acceptance within a reasonable time may treat
the offer as having lapsed before acceptance.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-207) (from Ch. 26,
par. 2-207)
Sec. 2-207. Additional terms
in acceptance or confirmation.
(1) A definite and seasonable expression
of acceptance or a written confirmation which is sent within
a reasonable time operates as an acceptance even though it states
terms additional to or different from those offered or agreed
upon, unless acceptance is expressly made conditional on assent
to the additional or different terms.
(2) The additional terms are to
be construed as proposals for addition to the contract. Between
merchants such terms become part of the contract unless:
(a) the
offer expressly limits acceptance to the terms of the offer;
(b) they
materially alter it; or
(c) notification
of objection to them has already been given or is given within
a reasonable time after notice of them is received.
(3) Conduct by both parties which
recognizes the existence of a contract is sufficient to establish
a contract for sale although the writings of the parties do not
otherwise establish a contract. In such case the terms of the
particular contract consist of those terms on which the writings
of the parties agree, together with any supplementary terms incorporated
under any other provisions of this Act.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-208) (from Ch. 26,
par. 2-208)
Sec. 2-208. Course of performance
or practical construction.
(1) Where the contract for sale
involves repeated occasions for performance by either party with
knowledge of the nature of the performance and opportunity for
objection to it by the other, any course of performance accepted
or acquiesced in without objection shall be relevant to determine
the meaning of the agreement.
(2) The express terms of the agreement
and any such course of performance, as well as any course of
dealing and usage of trade, shall be construed whenever reasonable
as consistent with each other; but when such construction is
unreasonable, express terms shall control course of performance
and course of performance shall control both course of dealing
and usage of trade (Section 1--205).
(3) Subject to the provisions of
the next section on modification and waiver, such course of performance
shall be relevant to show a waiver or modification of any term
inconsistent with such course of performance.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-209) (from Ch. 26,
par. 2-209)
Sec. 2-209. Modification,
rescission and waiver.
(1) An agreement modifying a contract
within this Article needs no consideration to be binding.
(2) A signed agreement which excludes
modification or rescission except by a signed writing cannot
be otherwise modified or rescinded, but except as between merchants
such a requirement on a form supplied by the merchant must be
separately signed by the other party.
(3) The requirements of the statute
of frauds section of this Article (Section 2--201)
must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification
or rescission does not satisfy the requirements of subsection
(2) or (3) it can operate as a waiver.
(5) A party who has made a waiver
affecting an executory portion of the contract may retract the
waiver by reasonable notification received by the other party
that strict performance will be required of any term waived,
unless the retraction would be unjust in view of a material change
of position in reliance on the waiver.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-210) (from Ch. 26,
par. 2-210)
Sec. 2-210. Delegation of
performance; assignment of rights.
(1) A party may perform his duty
through a delegate unless otherwise agreed or unless the other
party has a substantial interest in having his original promisor
perform or control the acts required by the contract. No delegation
of performance relieves the party delegating of any duty to perform
or any liability for breach.
(2) Except as otherwise provided
in Section 9-406, unless otherwise agreed all rights of
either seller or buyer can be assigned except where the assignment
would materially change the duty of the other party, or increase
materially the burden or risk imposed on him by his contract,
or impair materially his chance of obtaining return performance.
A right to damages for breach of the whole contract or a right
arising out of the assignor's due performance of his entire obligation
can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection,
or enforcement of a security interest in the seller's interest
under a contract is not a transfer that materially changes the
duty of or increases materially the burden or risk imposed on
the buyer or impairs materially the buyer's chance of obtaining
return performance with the purview of subsection (2) unless,
and then only to the extent that, enforcement actually results
in a delegation of material performance of the seller. Even in
that event, the creation, attachment, perfection, and enforcement
of the security interest remain effective, but (i) the seller
is liable to the buyer for damages caused by the delegation to
the extent that the damages could not reasonably be prevented
by the buyer, and (ii) a court having jurisdiction may grant
other appropriate relief, including cancellation of the contract
for sale or an injunction against enforcement of the security
interest or consummation of the enforcement.
(4) Unless the circumstances indicate
the contrary a prohibition of assignment of "the contract" is
to be construed as barring only the delegation to the assignee
of the assignor's performance.
(5) An assignment of "the
contract" or of "all my rights under the contract" or
an assignment in similar general terms is an assignment of rights
and unless the language or the circumstances (as in an assignment
for security) indicate the contrary, it is a delegation of performance
of the duties of the assignor and its acceptance by the assignee
constitutes a promise by him to perform those duties. This promise
is enforceable by either the assignor or the other party to the
original contract.
(6) The other party may treat any
assignment which delegates performance as creating reasonable
grounds for insecurity and may without prejudice to his rights
against the assignor demand assurances from the assignee (Section
2--609).
(Source: P.A. 91-893, eff. 7-1-01.)
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