What Is UCC 2-205

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The UCC, or Uniform Commercial Code, is a set of laws governing commercial transactions in the United States of America. These documents comprise several articles, each with different sections covering varying items surrounding the regulations. One of these is UCC 2-205 - but what does this section cover?

Uniform Commercial Code 2-205 deals with firm offers. A firm offer is an offer that stays open for a certain period, during which the person who offers cannot revoke the same items.

If you’re curious and want to learn more about UCC 2-205, you’re in the right place. Read on to learn more about the section, its purpose, and other helpful items. It’s a good idea to know about UCC 2-205 if you ever think you will be involved in commercial transactions or if you’re just curious.

What Is UCC 2-205?

Uniform Commercial Code 2-205 discusses firm offers. It declares that declared regulations cannot be revoked by the offeror during a specified period, not going over three months maximum. It allows a firm offer to remain in place for a reasonable and specified time.

There are three key terms you will note in the UCC 2-205, each of which plays a crucial role in this section of the legal processes outlined in this area. Let’s dive into each of them to provide a better idea of the details surrounding UCC 2-205 and how it might apply to you in a legal scenario.


An offer is a promise from one person involved to the other, a guarantee that they will complete an action in exchange for something else. It may also be an offer for them not to perform an action in exchange for other items if more beneficial between the two.

There are two people or groups involved:

  • The offeror who makes the offeror
  • The offeree who receives the offer

These two individuals are necessary for a successful offer.

The offer becomes a legally binding agreement when the offeree accepts the proposal from the offeror. The offeror has the most control over the offer, determining what’s in it and how the offeree must accept the deal.

In most cases, there is a way in which the offeror can revoke the offer, and there is a rare “non-revocable” exception. However, Article 2-205 of the Uniform Commercial Code makes things different by preventing this action from occurring immediately.


Consideration is also another aspect of this sedition of the UCC. Consideration has value, and the individuals agree to exchange this when entering the contract. Even if there is no consideration, the agreement is still non-revocable.

Examples of consideration include the following:

  • A promise to complete an action
  • Money
  • A promise not to complete an action

These all hold value in the eyes of the involved parties.

In most agreements for an offer, consideration is a requirement for the contract to be legally binding. However, it’s different in the UCC, thanks to Section 2-205. Even if there is no support from consideration, the contract is still legally binding and a firm offer.

Time Period

Last is the time period, a critical part of an offer. If the offer from the merchant has a period, the agreement used will go by the time listed and remain irrevocable for that period. If there is no time attached to the offer, the irrevocability can be for no more than three months.

Once the period goes away, it’s still possible for the offer to remain open. It will end once it officially expires, receives a rejection, or is revoked once both parties are out of the constraints of the earlier agreement under the guidelines of the UCC.

What Is The Purpose Of UCC 2-205?

The goal of UCC 2-205 is to bind a merchant to their offer and to make it firm. The UCC completes this action without other items that are usually a requirement in other offers, such as consideration. The terms of the offer are bound by what is written down and then signed by the offeror to the offeree.

Other offers have every element that might be put inside a typical contract. They can be put together and will receive assistance from the consideration.

The UCC 2-205 differs in that consideration isn’t required for it to be a firm offer. It gives intent to the merchant’s goal to establish a current and holding offer between parties.

Vital Elements of UCC 2-205

There are several crucial items you will see in a UCC 2-205. It’s good to be familiar with them, as they make up the framework of this section in Article 2.

Vital elements of the UCC 2-205 include the following:

  • Merchant: An individual who deals in goods or uses knowledge and skill to create their profession.
  • Signed: Typically, the signature on the document proves the offeror agrees, and so does the offeree. It’s a declaration of intent.
  • Writing: Various documents, including a contract, letters, forms, and more.
  • Firm Offer: A requirement from the UCC that the merchant’s offer comes with the security that it will remain open for a period.

These are vital in the UCC form of an offer.

Each item creates part of the structure of what a firm offer means under the Uniform Commercial Code. It’s a unique take on a valuable exchange between two parties.

UCC 2-205 Summary

UCC 2-205 is a section of the Uniform Commercial Code that deals with firm offers. It must remain open for a period stated in the contract or, if not listed, no more than three months.

A basic summary of the UCC 2-205 includes:

  • A merchant who formulates the agreement in writing
  • An inability to revoke the offer for three months
  • An agreement to keep the offer open to the extent provided
  • Ability to keep it open without consideration

These are the basics.

Consideration is necessary for other offers, but not this one. The UCC approaches this situation differently.

Reference Legal Explanations

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  • "What Is UCC 2-205". Legal Explanations. Accessed on April 14, 2024. https://legal-explanations.com/blog/what-is-ucc-2-205/.

  • "What Is UCC 2-205". Legal Explanations, https://legal-explanations.com/blog/what-is-ucc-2-205/. Accessed 14 April, 2024

  • What Is UCC 2-205. Legal Explanations. Retrieved from https://legal-explanations.com/blog/what-is-ucc-2-205/.