How is a merchant firm offer different from a regular offer on REG?
I understand that firm offers have special treatment, but on practice questions I still treat them like normal offers that stay open only if someone paid consideration.
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A merchant firm offer is a UCC concept for the sale of goods. The key distinction is that a qualifying merchant's signed written promise to keep the offer open can be irrevocable even without consideration.
That is different from the common-law default. Under common law, an offeror usually remains free to revoke unless an option contract or another doctrine makes the offer binding.
So the sequence is:
- Confirm the transaction is for goods.
- Confirm the offeror is a merchant.
- Confirm there is a signed written assurance that the offer will stay open.
- Then apply the firm-offer rule instead of the ordinary revocation rule.
If one of those pieces is missing, do not force the firm-offer analysis.
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