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Question
A medical-device startup signed a letter agreement with a robotics manufacturer for "eight custom assembly robots, installation, calibration, and two weeks of operator training." The robots accounted for $640,000 of the expected $760,000 total value. The letter stated that final installation scheduling and final price adjustments for steel costs would be set later. The manufacturer immediately began building the robots to the startup's specifications, and the startup approved engineering drawings and paid a $100,000 deposit.
Before delivery, steel prices increased sharply. The manufacturer demanded a much higher price, and the startup responded that no contract existed because the price and installation schedule were open. The manufacturer argues that Article 2 governs and supplies any missing terms. The startup argues that the services were too important for Article 2 and that the open terms defeat formation.
Analyze whether Article 2 applies and whether an enforceable sales contract was formed.