UCC § 2-205
Firm Offers
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Professor's notes
Elements: (1) an offer by a merchant to buy or sell goods in (2) a signed writing which by its terms (3) gives assurance it will be held open is not revocable for lack of consideration during the time stated, or if no time is stated for a reasonable time, but in no event longer than three months.
This is the firm offer: a UCC takanah that fixes the common-law gap. At common law, an offer without consideration can be revoked at any time; § 2-205 lets merchants make their own irrevocable offers with a signed assurance.
Common misunderstanding: students miss the three-month ceiling. A firm offer purporting to stay open six months is good only for three; the rest fails for lack of consideration. Also: only merchants. A consumer cannot make a § 2-205 firm offer.
Text
UCC § 2-205. Firm Offers.
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Note: The supplement reproduces this provision as N.H.R.S.A. 382-A (New Hampshire’s codification of the UCC). The text reflects the post-2022 UCC Article 2 amendments as adopted in New Hampshire.