Okla. Stat. tit. 12A § 2-311

Current through Laws 2024, c. 328.

Section 2-311 - Options and Cooperation Respecting Performance

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Section 2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

(2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subsections (1) (c) and (3) of Section 2-319 specifications or arrangements relating to shipment are at the seller's option.

(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's co-operation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies

(a) is excused for any resulting delay in his own performance; and

(b) may also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

Okla. Stat. tit. 12A, § 2-311

Laws 1961, p. 81, § 2-311.

Oklahoma Code Comment

Prior Common Law: Under the common law decisions, most courts refused to uphold contracts in which either party was given an uncontrolled option to specify particulars of performance, or in which the parties "agree to agree." The agreement was held unenforceable either because of uncertainty or want of mutuality. Thus, an agreement of the seller to sell "either my Ford or my Chevrolet, as I may specify," was unenforceable. However, options given as to mode of delivery were generally enforceable, and, of course, if no time was stated for delivery, the courts inferred "reasonable time."

The purpose of this act is to render enforceable contracts leaving some details to the option of either party.

There are several restrictions:

First, the parties must intend to enter into contractual relations. This is provided for in the words "An agreement for sale which is otherwise sufficiently definite to be a contract . . ."

Second, the party having the option must act in commercial good faith.

The Commercial Code gives priority of option, not on the mechanical "first in time" basis as many of the previous judicial decisions did, but upon a commercial basis. Thus, options relating to assortment of goods are at the buyer's option, and arrangements as to shipment to the sellers. This, of course, is sensible.