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Avoid Illusory Contract

 
socrateaser's Avatar
  • Answered by:socrateaser
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Customer Question

I'm trying to create a contract for the sale of future goods. How do I do that without the contract becoming illusory? Basically, I need to create a contract between two parties that will affect the sale of any cars the buyer agrees to buy from the seller in the future. Is that possible? The goal is to keep the buyer and seller from having to sign a new contract every time they want to make a transaction.

 

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Country relating to Question: United States
State (if USA): New York

Already Tried:
I keep thinking about Wood v. Lucy, which tells me it may be possible?

Submitted: 338 days and 17 hours ago.
Category: Legal
Value: $25
Status: CLOSED
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Expert:  socrateaser replied 338 days and 16 hours ago.

Under NY UCC 2-306, a contract can be made between a buyer and seller in good faith, based upon the seller's output, and/or the buyer's requirements. This "output and requirements" contract is designed to permit a contract to cover some or all of a seller's future production/output, and/or some or all of a buyer's future requirements.

There is nothing illusory about this contract form. Example:

  • In consideration for buyer's agreement to purchase all of seller's vehicles until ??/??/????, seller agrees that the purchase price of any individual vehicle shall be no more than 50% of fair market value, as calculated by using the prices found in the National Auto Dealers Association (NADA) pricing guide, as published annually.

Hope this helps.

 

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Customer replied 338 days and 16 hours ago.

Would something like this work then?

"This agreement is legally binding and applies to the sale of any car The Seller agrees to sell to The Buyer, and The Buyr agrees to buy from The Seller."
I feel like this language is redundant and could be worded better. Any ideas?
Would this work better?
"In consideration for the buyer's agreement to purchase any number of vehicles from the buyer, and other valuable consideration, the parties agree to the following:"

Accepted Answer

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Expert:  socrateaser replied 338 days and 16 hours ago.

Either text is workable, in my opinion. The latter text is certainly more lawyer-like, but it may not express what you are trying to convey in the contract.

Hope this helps.

NOTICE: My goal here is to entertain while educating the public about the law. Your positive feedback to the website is appreciated. If you need to contact me again, please put my user id at the beginning of your question ("To Socrateaser"), and the system will send me an alert. Please Click the following link for IMPORTANT LEGAL INFORMATION. Thanks and best wishes!

Expert TypeLawyer
Category: Legal
Pos. Feedback: 98.0 %
Accepts: 6985
Answered: 5/11/2012

Experience: Retired (mostly)

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