AMI 2501 Issues—UCC Sales Contract Formation
Ark. Model Jury Instr., Civil AMI 2501
Arkansas Model Jury Instructions-Civil
December 2023 Update
Chapter 25. UCC Sales Contracts
AMI 2501 Issues—UCC Sales Contract Formation
To establish a contract for the sale of goods, (plaintiff) has the burden of proving each of three essential propositions:
First, that one party agreed to a present or future sale of goods to a second party;
Second, that the second party agreed to the sale of goods; and
Third, that the parties intended to make a contract.
A contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
[An agreement sufficient to constitute a contract for the sale of goods may be found even though the moment of its making is undetermined.]
[Even though one or more terms are left open, a contract for the sale of goods does not fail for indefiniteness if the parties have intended to make a contract.]
[Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for the sale of goods although the writings of the parties do not otherwise establish a contract. In such case the terms of the contract consist of those terms on which the writings of the parties agree, together with any supplementary terms as instructed by the court.]
NOTE ON USE
If there is no dispute as to the existence of a contract for the sale of goods between the parties, use AMI 2502. Use the bracketed paragraphs when warranted by the evidence. In an appropriate case, one or more of the bracketed paragraphs may be used for transition to specific instructions covering “gap fillers” under Article 2, Part 3 of the UCC.
If there is an issue of fact as to whether the contract is for the sale of “goods,” an instruction which states the definition of “goods” as found in Ark. Code Ann. § 4-2-105 should be used with this instruction.
In most cases, the Committee anticipates that the court will determine whether “there is a reasonably certain basis for giving a remedy.” See Ark. Code Ann. § 4-2-204(3). If the court determines that there is an issue of fact on this point, the instruction should be modified.
COMMENT
This instruction is based on Ark. Code Ann. §§ 4-2-106(1), 4-2-204 and 4-2-207(3). A claim for breach of warranty under the Uniform Commercial Code is dependent upon an enforceable contract for the sale of goods. See Ark. Code Ann. §§ 4-2-312, 4-2-313, 4-2-314, 4-2-315. This instruction provides the essential elements of such a contract. However, a case may contain other issues which must also be decided to determine whether the parties have an enforceable contract. While some of those issues are included in the instructions in this chapter, others are not because they do not occur frequently. If additional instructions are required on such issues, they should be prepared by the practitioner.
In addition to the intent to make a contract, Ark. Code Ann. § 4-2-204(3) requires that there be “a reasonably certain basis for giving a remedy” for its breach, termination or cancellation. As indicated in the Note on Use, it is anticipated by the Committee that the court will usually make the threshold determination of that issue as a matter of law.
In most cases the trial court will make the initial determination whether the contract constitutes a transaction in “goods.” Mason v. Jackson, 323 Ark. 252, 914 S.W.2d 728 (1996). However, it is conceivable that the issue may be a question of fact for the jury. DeGroft v. Lancaster Silo Co., Inc., 72 Md. App. 154, 527 A.2d 1316 (1987).
© 2023 Arkansas Supreme Court Committee on Jury Instructions-Civil
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