BLAw CH 19--The formation of sales and leases contracts

Ellen wants to lease a large tent for use in her catering business. Unfortunately, Ellen doesn't have the cash necessary to buy the tent. Instead, she convinces Lyn to buy the tent. Lyn then rents the tent to Ellen. What kind of a lease has been created?

A finance lease. This arrangement between a lessor/financer (Lyn), a lessee (Ellen), and a supplier (the tent company) is a finance lease.

Which of the following is an accurate statement of the writing requirement of the Statute of Frauds in Chapters 2 and 2A of the UCC?

A writing will be sufficient if it indicates the intent to form a contract, and is signed by the party against whom enforcement is sought.

Spanish Dancers, Inc., contracted with Susie's Dance Academy to provide to Susie's Dancers certain dance shoes and costumes. Spanish Dancers is located in Mexico, and Susie's Dance is located in California. The contract provided that in the event of a dispute, the UCC would apply. If Spanish Dancers refuses to deliver on the contract:

Article 2 of the UCC would apply. Even though sales contracts between firms or individuals located in different countries are normally governed by the CISG, the parties are free to agree to some other law in their contract; in this instance, the UCC would apply.

If you sublease your automobile to a friend, this contract is covered by:

Article 2 of the UCC. Article 2A of the UCC covers contracts for leases or subleases of goods.

An automobile lease provided by a dealer is governed by:

Article 2A of the UCC

If you sublease your automobile to a friend, this contract is covered by:

Article 2A of the UCC. Article 2A, a new part of the UCC, covers leases and subleases.

Curtis enters into a contract with Drive-Away Lease Company for a three-year lease of a car. This contract is subject to:

Article 2A of the UCC. Article 2A of the UCC covers any transaction that creates a lease of goods.

Assume that in the previous question Keith and Frank do set a price of $3,150 for the drawers, but they fail to specify when and where delivery will take place. Assume that Keith has a store where he sells antiques. Under the UCC, what happens?

Frank would take delivery of the drawers at Keith's store. Under UCC2-308A, Frank would take delivery of the drawers at Keith's store.

Packaging Products, Inc., sends its standard purchase-order form to Quality Box Company to evidence a sale of packaging material. Quality responds with its own standard order form. Additional terms in Quality's form automatically become part of the contract unless:

Packaging objects to the new terms within a reasonable time. Packaging's form expressly required acceptance of its terms. the additional terms materially alter the original contract. any of these choices(correct) Under the UCC, if both parties are merchants, additional terms automatically become part of the contract unless (1) the original offer expressly limited acceptance to its terms, (2) the new or changed terms materially alter the contract, or (3) the offeror objects to the new or changed terms within a reasonable period of time.

Rally Corporation enters into a contract to sell ski gear to SnoSportz Company, which sells a pair of the skis to Tyra, a consumer, who later sells them to Uli, another consumer. Article 2 of the UCC applies to the sales transactions between:

Rally and SnoSportz only. Article 2 of the UCC applies to all sales of goods

Regional Products, Inc., agrees to sell to Quantity Dealers Corporation a certain amount of goods but no mention is made of where the goods are to be delivered. In general, the UCC requires that the delivery take place at:

Regional's place of business

Suppose Sally offers to sell her sofa to her friend Brian. Sally does not sell furniture for a living. If, after Sally offers the sofa to Brian for $750, Brian says, "I'll take it and I want you to throw in coffee table along with it," under the UCC, what kind of contract do Sally and Brian have?

They have a contract for the sofa only. Because they are non-merchants the contract is formed according to the original, not the additional, terms.

Custom Auto Parts, LLC, a manufacturer, and Auto Mall, LLC, a retailer, verbally entered into a contract in which Custom Auto Parts would supply Auto Mall with license plate holders bearing the Auto Mall name. No invoice or sales contract was drawn up, but Auto Mall did send a signed, written confirmation to Custom, memorializing the purchase. Can Auto Mall enforce a purchase contract against Custom Auto Parts for this transaction?

Yes, because a UCC Chapter 2 exception exists to the Statute of Frauds requirement of a writing for transactions between merchants, if one sends a signed, written confirmation of an oral agreement within a reasonable time.

Hoffman University's Alumni Association was seeking to raise cash, so they came up with a promotion to sell upscale table lamps with the university's logo. They called Mashley Furniture, Inc., to price the lamps, and gave verbal authority to manufacture 200 lamps, with the promise that they would send along their purchase invoice. Mashley began production of the lamps, while the Alumni Association contacted its members to solicit orders for the lamp. Only 20 orders came in, so the Association scrapped the project. Mashley sued, contending that the Alumni Association had to pay for the lamps already manufactured. Are they correct? Can they enforce the sales contract?

Yes, because these were specially manufactured goods

The Uniform Commercial Code (UCC) attempts to provide:

a consistent and integrated framework of rules to deal with all aspects of commercial sales transactions. The UCC focuses on domestic commercial transactions, not international contracts dealing with the sale of securities. The UCC attempts to provide a consistent and integrated body of rules to deal with commercial sales transactions.

Alpha Company offers to sell Beta, Inc., 1,000 computers for $1 million, states that the offer will be open for six days, and asks for a response by fax. On the fourth day, Beta sends an acceptance to Alpha via the mail, which is received on the sixth day. In this deal:

a contract is formed. Acceptance of an offer to sell goods may generally be made in any reasonable manner and by any reasonable means.

If Pam, who sells specialty foods and kitchen equipment in her store, sends Martin a signed letter offering to sell him, and only him, all her stock of high-quality kitchen knives, so long as he responds within 10 days. This is known as:

a firm offer. This is a firm offer that Pam gives Martin.

Standard Office Corporation pays Tech Products $100 to use a Tech computer for a month. For purposes of the UCC, this is:

a lease

ABC Motors, Inc., sells the right to the possession and use of a motor vehicle under a lease. As defined in the UCC, ABC is:

a lessor. A lessor is one who transfers the right to the possession and use of goods under a lease.

Suzy pays Triple-A Office Supply Company $1,500 for a new laptop computer. According to the UCC, this is:

a sale. The UCC defines a sale as "the passing of title from the seller to the buyer for a price." If this were a gift, there would be no consideration from Suzy to Triple-A.

Retail Music, Inc., offers to buy from Super Products Corporation (SPC) 1,000 blank CDs of a certain brand. Without notifying Retail, SPC timely ships CDs of a different brand. This shipment is:

an acceptance of the offer and a breach of the parties' contract

Rikki and Sid enter into a sales contract. With respect to the specific contractual provisions set out in the UCC, Rikki and Sid may:

agree to whatever terms they wish. Under the UCC, parties to a sales contract are normally free to establish whatever terms they wish.

Over the course of a year, Real Deal Corporation sells appliances to customers to whom it extends credit. Real Deal orders the appliances from Superior Appliance Company's warehouse, from which the items are shipped via common carrier to Real Deal's customers. Article 2 of the UCC governs:

all of the parties' sales of the goods. Article 2 of the UCC sets out the requirements for contracts for the sale of goods

The UCC has been adopted by:

all of the states, in whole or in part. Because of the benefits offered by a consistent body of law, all of the states have adopted the UCC, in whole or in part.

If Lisa offers to sell all of the white chocolate macadamia nut brownies that she makes to Pam, who then will resell them in her specialty foods store, Lisa and Pam have created:

an output contract. An output contract involves a seller agreeing to sell and a buyer agreeing to buy all the goods that the seller produces.

In order for the rules contained in the UCC to apply to a sale of goods, the goods must:

be tangible, that is, have physical existence.

In order for the rules contained in the UCC to apply to a contract for the sale of goods, the goods must:

be tangible—that is, have physical existence. The goods do not need to be for retail purposes only, but they must be tangible—that is, they must have physical existence.

The UCC has been adopted:

by all states in one form or another.

Variety Goods, Inc., and World Sales Corporation enter into a contract that does not specify the payment terms. Payment may be made in:

cash or any commercially acceptable substitute.

Alyssa wants to purchase two large tents for use at family social events. She doesn't have the cash necessary to buy the tents. She convinces the owner of Ajax Supplies, an outdoor equipment store, to lease the tent to her. They have created a:

consumer lease.

Article 2 of the UCC governs:

contracts for the sale of goods. Article 2 of the UCC governs contracts for the sale of goods; it does not govern contracts for the sale of land.

Dora's Davenports, Inc., regularly purchases sofas from Mashley's Furniture, Inc. But the latest purchase invoice omitted the purchase price. Even though the term is missing, under the UCC, it might be supplied by the parties':

course of dealing

Essentially, the 1980 United Nations Convention on Contracts for the International Sale of Goods (GISG) is to international sales contracts what Article 2 of the UCC is to:

domestic sales contracts.

Thermal Appliances Corporation, a U.S. firm, orally agrees to sell six freezers to Pisa Pizza, Ltd., in Italy. Thermal fails to deliver. Under the United Nations Convention on Contracts for the International Sale of Goods (CISG), Pisa Pizza can:

enforce the agreement. Under Article 11 of the CISG, an international sales contract does not need to be evidenced by a writing.

Recreational Supplies, Inc. (RSI), and Sam, the owner of a Tourist Time shop, orally agree to a sale of beach balls and seashells for $1,000. Sam gives RSI a check for $400 as a partial payment. This contract is:

enforceable to the extent of $400. An oral contract for the sale of goods is enforceable if partial payment has been made, but only to the extent of the partial payment.

The Carpet Mart, a carpet dealer, telephoned an order for carpet to Collins & Aikman Corp., a carpet manufacturer. Collins & Aikman then sent Carpet Mart an acknowledgment form that specified the quantity and price agreed to in the telephone conversation. The reverse side of the printed acknowledgment form stated that the Collins & Aikman acceptance was subject to the buyer's agreement to submit all disputes to arbitration. Collins & Aikman shipped the carpet to Carpet Mart, which received the acknowledgment form and shipment without objection. Carpet Mart then filed a lawsuit against Collins & Aikman, claiming that it had misrepresented the quality of the carpet. Collins & Aikman filed a motion to enforce the arbitration clause. The court most likely held that the arbitration clause was:

enforceable, but only if it did not materially alter the original agreement. The court remanded the case to the trial court to determine whether the arbitration clause materially altered the original agreement. If it did cause a material alteration, the provision was enforceable only if Carpet Mart expressly agreed to it. Even though the contract was between merchants, Carpet Mart maintained some rights under the UCC, including the right not to be bound by additional terms that materially altered the contract unless it had expressly agreed to them.

An oral contract for specially manufactured goods is not enforceable under the UCC.

false

A contract for the sale of a copyright is subject to Article 2

false A copyright is intangible property; Article 2 covers the sale of goods, which includes only tangible property.

Article 2 of the UCC governs contracts for sales of services.

false Article 2 of the UCC governs contracts for the sale of goods.

Article 2A applies only to consumer leases.

false Article 2A applies to all types of leases of goods, including commercial leases and consumer leases.

In a contract in which goods and services are combined, the contract is always considered an agreement for the sale of goods.

false Courts generally use the predominant-factor test to determine whether a contract is primarily for the sale of goods or for the sale of services.

Under the UCC, a contract for a sale of goods that includes open terms is void.

false Under the UCC, a contract for a sale of goods that includes open terms will not fail for indefiniteness as long as (1) the parties intended to make a contract and (2) there is a reasonably certain basis for the court to grant an appropriate remedy.

A contract between parties residing in different countries is subject to Article 2A of the UCC

false. A contract between parties residing in different countries is subject to the United Nations Convention on Contracts for the International Sale of Goods.

A lessee is a party who transfers a right to the possession and use of goods under a lease.

false. A lessor is a party who transfers a right to the possession and use of goods under a lease.

Under the UCC, a merchant who sells one type of good will be considered a merchant for any other type of good that he or she may sell.

false. A person is a merchant only if he or she has expertise specifically related to the goods being sold.

Under the UCC, an agreement modifying a contract needs new consideration to be binding.

false. An agreement modifying a contract for the sale or lease of goods needs no consideration to be binding.

A consumer lease is exempted from coverage under the UCC.

false. Article 2A of the UCC governs leases of personal property, including consumer leases.

If a contract for a sale of goods does not include a price term, there is no basis for enforcing it.

false. If the parties have not agreed on a price, the court will determine a reasonable price at the time for delivery.

If a contract for a sale of goods does not include the delivery date, there is no basis for enforcing it.

false. If the time for delivery is not clearly specified in the sales contract, the court will infer a reasonable time for performance.

A contract for the sale of shares of stock is subject to Article 2.

false. Stocks iare intangible property; Article 2 covers the sale of goods, which includes only tangible property.

The CISG provides that acceptance by performance requires that the offeror be notified of the performance.

false. The CISG provides that acceptance by performance does not require that the offeror be notified of the performance.

The UCC does not impose different standards on merchants than it imposes on consumers.

false. The UCC imposes special business standards on merchants because of their relatively high degree of commercial expertise.

The UCC imposes the same rules of conduct on all parties in all circumstances.

false. The UCC imposes special business standards on merchants because of their relatively high degree of commercial expertise.

The rules governing firm offers apply to certain merchants only.

false. The rules governing firm offers apply to all merchants.

Under the UCC, an offer to buy goods can be accepted only by a prompt shipment of the goods.

false. Under the UCC, an acceptance of an offer to buy goods can generally be made in any reasonable manner and by any reasonable means.

If a contract for a sale of goods does not include a quantity term, it is a requirements contract.

false. If a contract does not include a quantity term, there is no contract. In a requirements contract, the buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires.

An offer (by a merchant) that is irrevocable without the necessity of consideration for a stated period of time or, if no definite period is stated, for a reasonable time (neither period to exceed three months) is referred to as a(n):

firm offer

Cathy and Dave sign a contract for a sale of goods. Cathy is to set the price for the goods at the time of delivery, but on delivery, refuses to do so. Dave may only:

fix a reasonable price or treat the contract as canceled

Komatsu, Inc., a Japanese corporation, offered to sell Raymond Material Handling Systems, Inc., a New York corporation, 100 forklifts, for $25,000 each. Raymond accepted the offer, and in the acceptance stated that each forklift must have a certain safety switch installed. The parties:

have an invalid contract. Article 19 of the CISG provides that a contract can be formed even though the acceptance contains additional terms, unless the additional terms materially alter the contract. Under the CISG, however, a material alteration includes almost any change in a term. In effect, the CISG requires that the terms of the acceptance mirror those of the offer.

Komatsu, Inc., a Japanese corporation, offered to sell Raymond Material Handling Systems, Inc., a New York corporation, 500 forklifts. The contract was silent on the price of the forklifts. The parties:

have an invalid contract. Under the CISG, the price term must be specified, or at least provisions for its specification must be included in the agreement; otherwise, normally no contract will exist.

In a dispute over a sale involving a bicycle, Dain argues that as to this deal Enya's Hobby Shop, where Dain bought the bike, is a merchant. A court may determine whether Enya's is a merchant by assessing whether:

it holds itself out by occupation as having knowledge or skill unique to the bike in the transaction.

An agreement in which one person agrees to transfer the right to the possession and use of property to another person in exchange for rental payments is a

lease agreement. An agreement in which one person agrees to transfer the right to the possession and use of property to another person in exchange for rental payments is a lease agreement.

The CISG requires that the terms of an acceptance:

mirror those of the offer. The CISG requires that the terms of an acceptance mirror those of the offer.

An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces is called a(n):

output contract. An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces is called an output contract.

A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services is a:

predominant-factor test

An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires is called a:

requirements contract. An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires is called a requirements contract.

A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price is called a:

sales contract. A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price is called a sales contract.

Expert Stitching Corporation enters into a contract to sell denim clothing to Fine Fashion Company, which in turn sells a pair of jeans to Grady, a consumer. In contrast to standards that apply to consumers, the UCC imposes on merchants:

special business standards. The UCC imposes special business standards on merchants because of their relatively high degree of commercial expertise.

Rodeo, S.A., which is based in Spain, enters into a contract for the sale of seven hydraulic lifts to Tonnage Shipping Company, which is based in the United States. This contract is governed by:

the 1980 United Nations Convention on Contracts for the International Sale of Goods

If Edward, who paints signs for a living and is located in Seattle, Washington, sells a sign worth $2,000 to Claire, who lives in Aix-en-Provence, France, this contract would be governed by:

the 1980 United Nations Convention on Contracts for the International Sale of Goods.

Daniel contracts with Mary to provide him with expert legal advice on the sale of his business. Daniel's contract with Mary is governed by:

the common law.

Edward agrees over the telephone to paint a sign for Miller's business. The sign will read "Miller's Mighty Muffin Shop." The cost of the sign will be $1,000. After Edward paints the sign Miller decides he doesn't want it. In this case:

the contract, even though it was oral, is enforceable. . This oral contract is enforceable, despite the UCC's Statute of Frauds provision, because Edward performed and because a sign reading "Miller's Mighty Muffin Shop" is quite unique.

The way the UCC explains an open price term (where the parties have not agreed on a price) is that:

the court will determine a "reasonable price at the time for delivery."

Best Trucks Company contracts to sell six trucks to Commercial Transport, Inc., which contracts to lease the trucks to Delta Corporation. Article 2A of the UCC applies to:

the lease only.

Under the UCC, an acceptance is effective on dispatch; under the CISG, however, a contract is not created until:

the offeror receives the acceptance. Under the CISG, a contract is not created until the offeror receives the acceptance.

The UCC states that a sales or lease contract will not fail for indefiniteness even if one or more terms are left open as long as:

the parties intended to make a contract and there is a reasonably certain basis for the court to grant an appropriate remedy. The UCC states that a sales or lease contract will not fail for indefiniteness even if one or more terms are left open as long as the parties intended to make a contract and there is a reasonably certain basis for the court to grant an appropriate remedy.

A consumer lease involves certain elements. These elements include all of the following except: -a lessor who regularly engages in the business of leasing or selling .-the passing of title to property to the lessee for a price. -total lease payments that are less than a dollar amount set by state statute. -a lessee (except an organization) who leases the goods "primarily for a personal, family, or household purpose."

the passing of title to property to the lessee for a price. Consumer leases include all of these elements except the passing of title to property to the lessee for a price.

NuTech Company agrees to sell computer equipment to Office Stores, Inc. (OSI) for OSI to market to its customers. Their contract will be unenforceable if it does not include:

the quantity of the goods. Normally, if the parties do not specify a quantity, there is no contract, because a court will have no basis for determining a remedy.

The UCC has Statute of Frauds provisions governing:

the sale of goods worth more than $500. The UCC has Statute of Frauds provisions that require the sale of goods worth more than $500 to be in writing.

Over the course of a year, Retail Marketers, Inc., sells goods from its inventory and also sells one of its warehouses. In exchange, Retail receives checks and other items that substitute for cash, which Retail uses to repay a loan from Savings Bank. Article 2 of the UCC governs:

the sale of the goods.

Suppose that Frank, who is in the business of selling antiques, agrees to sell Keith an antique chest of drawers worth more than $2,500. Keith agrees to buy the chest and signs a contract for the purchase. The price of the chest, however, is left out of the contract. In this situation:

there is a contract as long as the court can determine a reasonable price at the time of delivery

Suppose that Keith and Frank contract for the sale of Frank's antique chest of drawers worth more than $2,500. Keith agrees to buy the chest and signs a contract for the purchase. However, the price of the chest is left out of the contract. In this case:

there is a contract so long as the court can determine a reasonable price at the time of delivery. The UCC allows parties to have open price terms in contracts.

When merchants are involved in commercial transactions that involve the sale of goods, they are held to certain standards. When casual (nonmerchant) buyers or sellers are involved:

they are held to less rigorous standards than merchants. The UCC may apply even to casual (nonmerchant) buyers and sellers. The UCC holds nonmerchant buyers and sellers to standards that are less rigorous than the standards that apply to merchants, however.

When merchants are involved in commercial transactions that involve the sale of goods, they are held to certain standards. When casual buyers or sellers are involved:

they are not held to the same standards but lesser ones. The UCC holds casual buyers and sellers to less rigorous standards than the standards under which merchants operate.

Now suppose that Frank doesn't purchase a chest of drawers from Keith, but instead buys "antique silver candlesticks." In their sales contract Frank and Keith do not specify just how many antique silver candlesticks Frank will purchase. In this case: they have a valid contract with an open delivery term.

they probably do not have a contract at all. . Because the quantity of goods to be sold is not specified, a court will not have a basis for providing a remedy - one of the requirements of an open term contract.

A contract between parties residing in different countries is subject to the United Nations Convention on Contracts for the International Sale of Goods.

true

A lease agreement is the lessor and lessee's bargain

true

A lessee is a party who acquires a right to the possession and use of goods under a lease.

true

An oral contract may be enforceable under the UCC.

true

An unconscionable contract is a contract so one-sided and unfair at the time it is made that enforcing it would be unreasonable.

true

Article 2 of the UCC governs contracts for sales of goods

true

The UCC governs sales of goods.

true

The rules governing firm offers apply to all merchants.

true

The UCC imposes a good faith limitation on output contracts.

true The UCC imposes a good faith limitation on output contracts.

The CISG provides that a merchant's firm offer can become irrevocable without a signed writing or record.

true. The CISG provides that a merchant's firm offer can become irrevocable without a signed writing or record. An offer will be irrevocable if the offeror states orally that the offer is irrevocable, or if the offeree reasonably relies on the offer as being irrevocable.

When an offer does not specify a means of acceptance, it can be accepted by any means reasonable under the circumstances.

true. When an offer does not specify a means of acceptance, it can be accepted by any means reasonable under the circumstances

A lessor is one who sells the right to the possession and use of goods under a lease.

true. A lessor is one who sells the right to the possession and use of goods under a lease

In effect, the United Nations Convention on Contracts for the International Sale of Goods requires that the terms of the acceptance mirror those of the offer.

true. Article 19 of the CISG provides that a contract can be formed even though the acceptance contains additional terms, unless the additional terms materially alter the contract. Under the CISG, however, a material alteration includes almost any change in a term. In effect, the CISG requires that the terms of the acceptance mirror those of the offer.

Timber Products, Inc., and Walt, a consumer, enter into a contract for a sale of plywood. If the contract includes a clause that is perceived as grossly unfair to Walt, its enforcement may be challenged under the doctrine of:

unconscionability. This contract can be challenged under the doctrine of unconscionability; an unconscionable contract is one that is so unfair and one-sided that it would be unreasonable to enforce it.

Tasty Pastries, Inc., and other bakers refer to a "baker's dozen" as consisting of a collection of 13 baked goods. This is an example of:

usage of trade. This is an example of usage of trade, any practice or method of dealing that is so regularly observed in a place, vocation, or trade that parties justifiably expect it will be observed in their transaction.

Under UCC Article 2, a contract that contains open (missing) terms will be:

valid if the parties intended to form a contract and there is a reasonably certain basis for a court to grant an appropriate remedy. The parties must do more than express an interest in negotiating; they must express an intent to form a contract. As long as the parties intended to form a contract and there is a reasonably certain basis for a court to grant an appropriate remedy, the contract will be considered valid.

Ritz-Craft contracted to "manufacture and install prefabricated multi-family housing units" for the Stanford Management Group (SMG). The units were made to SMG's specifications at Ritz's plant and shipped to the building site. Ritz was also to set the units on the foundations built by SMG, as well as provide connections for electricity and plumbing. The contract price for 49 units was $1,613,500. Ritz modified the contract later due to unforeseen circumstances and raised the price by $45,000. SMG refused to pay the additional $45,000, arguing that the modification was not enforceable because it had not been accompanied by consideration. Ritz sued for breach of contract. The court most likely held that the contract modification was:

valid, because consideration is unnecessary to support a modification under the Uniform Commercial Code (UCC).

If Jim sells Smith copper that he removed from land that he owns in Colorado, this contract:

will be covered by article 2 of the UCC. Because Jim is selling a good associated with real estate that is separable, this contract will be covered by Article 2 of the UCC, not common law. Jim is selling a good associated with the real state, in this case, mineral rights, which he can separate from the land.

Now assume that Jim sells Smith the right to remove the copper, not the copper itself. In this case, the contract:

will be covered by the common law. This contract is covered by the common law because Smith is responsible for separating the goods (the minerals) from the land.

One difference between the UCC and the CISG is that the UCC provides that a merchant's firm offer is irrevocable—even without consideration—if the merchant gives assurances in a signed writing, whereas under the CISG an offer can become irrevocable:

without a signed writing