I made an firm offer open for 6 months to another merchant for goods (for $7,500) and due to some prices changes, I have decided to revoke it at the 2nd month which he has received within a couple days (tracking number USPS).
He sent me an acceptance letter about the 5th month .
he is now suing us based on UCC 2-205 that the offer was irrevocable for 90days.
my question is, would my revocation letter sent on the 2nd month , although not valid upon reception under UCC 2-205 at that time, become valid once the 90 days have passed?
I will eventually hire a lawyer but I want to be see where I am.
1 Answer from Attorneys
It sounds like someone is misreading the UCC rules.
As the person who makes the offer, you are the "master of the offer." That clever phrase means you have the freedom to make the offer, with any terms you like (although not illegal terms). If you make an offer and keep it open, it is irrevocable for the time period you state, but may not be open for more than 3 months. An acceptance letter after five (5) months is insufficient.
"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 three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror." (UCC, § 2-205.)