Contracts and Sales Multistate Bar Practice Exam

Which statement about UCC gap fillers is true?

1. It specifies a fixed price for delivery

2. It allows nonnegotiated amounts only

3. It sets a reasonable price at the time of delivery

4. It enforces penalties based on delays

The correct answer is: It sets a reasonable price at the time of delivery

The statement that UCC gap fillers set a reasonable price at the time of delivery is accurate. Under the UCC (Uniform Commercial Code), when parties have not agreed on a specific price for a sale of goods, the UCC provides that a reasonable price will be determined at the time of delivery. This flexibility is essential in commercial transactions, where market conditions can fluctuate, and it allows for the completion of contracts without requiring all details to be negotiated in advance. This provision essentially ensures that parties can still form enforceable contracts even when they leave key aspects—like price—open. It reflects an understanding of the realities of commerce, where sometimes negotiations may not conclude on every term, yet parties still wish to engage in transactions. The other options highlight aspects that are not aligned with the purpose of UCC gap fillers. For instance, specifying a fixed price contradicts the nature of a gap filler meant to provide flexibility. Similarly, the allowance of only nonnegotiated amounts is misleading since gap fillers apply when the parties have left a particular term ambiguous, indicating some degree of negotiation or agreement. Lastly, the concept of enforcing penalties based on delays is not part of the UCC gap filler provisions; instead, the UCC typically addresses performance and remedies rather