3. Subsection 2, which deals with the situation in which the price is to be set by a party, rejects the non-commercial idea that an agreement allowing the seller to set the price means that he can set any price he may wish for by the express restriction that the price thus set must be set in good faith. Good faith implies respect for appropriate trade standards for fair trade when the party is a trader. (sections 2-103) But in the normal case, a „reserved price“ or the „given price“ of a future seller or buyer, the „price in fact,“ the „market price“ or other meets the requirement in good faith. Section 2-202 of the UCC sees almost the same as the common law: if the parties have a letter purporting to be their final agreement, „it cannot be contradicted by evidence of prior agreement or simultaneous oral agreement.“ It can, however, be explained by „the conduct of trade or the use of trade or by performance“ and „by evidence of coherent additional conditions.“ The UCC modernizes and simplifies some common law restrictions. According to the UCC, the reflection rule is abolished: acceptance may sometimes differ from the offer, and the UCC may in many cases „contain“ open terms. Under the UCC, no consideration is required to amend or terminate a contract or for the „firm offer“ of a distributor that makes the offer irrevocable on its terms. The UCC has a fraud law similar to the common law, and its parol rule of evidence is also similar. The CISG is quite close to the UCC. The common law has a fraud law, as does the UCC. It requires a letter to enforce a contract for the sale of goods valued at or above $500, with a few exceptions, as described in Chapter 13 „Form and Meaning.“ Amendments proposed by UCC revisionists in 2003 would have increased the amount to account for inflation since the mid-1950s – to $5,000, but no state has yet accepted this change; Unique Code of Trade, Section 2-201. According to the CISG (Article 29), „a contract may be amended or terminated by the simple consent of the parties.“ No consideration is required. The right to sell relates to the sale of property.
The right of sale is a particular type of contract law, but the common law informs a large part of Article 2 of the UCC, with some differences. Some of the similarities and differences have been discussed in previous chapters dealing with common law contracts, but a review is appropriate and we can briefly address similar issues dealt with by the GSS. There is no particular difference between the common law and the UCC in terms of coercion, misrepresentation, inappropriate influence or error. With respect to international sales contracts, the CISG (Article 4, point a) provides that it „regulates only the representation of the sales contract and the rights and obligations of the seller and buyer arising from such a contract and does not meet the validity of the contract or any of its provisions.“ The common law requires more certainty than the UCC. According to the UCC, a contractual obligation may arise, even if the agreement is opened under the UCC, a clause that is not included in the contract. According to Section 2-204 (3), such a sale agreement is not annulled indefinitely, as in general law, if the parties intend to enter into a contract and the court can find a reasonably secure basis for the granting of an appropriate remedy. Perhaps the most important example is the open price. 4. However, if the parties intend not to be bound, unless the price is set or agreed and it is not fixed or agreed, there is no contract.