2010 Wisconsin Code
Chapter 402. Uniform commercial code--sales.
402.305 Open price term.


402.305 Open price term.


(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:


(a) Nothing is said as to price; or


(b) The price is left to be agreed by the parties and they fail to agree; or


(c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a 3rd person or agency and it is not so set or recorded.


(2) A price to be fixed by the seller or by the buyer means a price for that party to fix in good faith.


(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other party may at his or her option treat the contract as canceled or fix a reasonable price.


(4) Where, however, the parties intend not to be bound unless the price is fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

402.305 - ANNOT.

History: 1991 a. 316; 1997 a. 35; 2005 a. 253.

402.305 - ANNOT.

An implied contract by a dairy plant to pay the competitive price to milk producers does not permit the plant to pay a lower price since the mere absence of misrepresentation or deceit does not establish good faith; an open price contract still requires fair dealing. Columbus Milk Producers v. Dept. of Agriculture, 48 Wis. 2d 451, 180 N.W.2d 617 (1970).

402.305 - ANNOT.

Under this section, which allows parties to a contract for the sale of goods to conclude the contract agreeing to settle the price at a subsequent date, the contract price is a reasonable price at the time of delivery if the parties are unable to agree. Schmieder v. Standard Oil Co. of Indiana, 69 Wis. 2d 419, 230 N.W.2d 732 (1975).

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