2006 Minnesota Code
Chapters 324 - 338 Trade Regulations, Consumer Protection
Chapter 336 Uniform Commercial Code
Section 336.2-311 OPTIONS AND COOPERATION RESPECTING PERFORMANCE.

336.2-311 OPTIONS AND COOPERATION RESPECTING PERFORMANCE.
(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section
336.2-204) 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 336.2-319
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 cooperation 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 performance; and
(b) may also either proceed to perform in any reasonable manner or after the time for a
material part of the performance treat the failure to specify or to cooperate as a breach by failure
to deliver or accept the goods.
History: 1965 c 811 s 336.2-311; 1986 c 444