....2d 1232, 1236 (Colo. 1993) (parties to take-or-pay gas contract may vary provisions of the UCC by agreement); Weistart, Requirements and Output Contracts: Quantity Variations Under the UCC...-filler, section 2.306 operates to render output and requirements contracts definite. Under the UCC, a contract for the sale of goods for the price of $500 or more is not enforceable absent some writing...contract and there is a reasonably certain basis for giving an appropriate remedy. Id. § 2.204(c). Section 2.306 renders output and requirements contracts sufficiently definite as to quantity and...

...time of contracting. The test of uniqueness under this section must be made in terms of the total situation which characterizes the contract. Output and requirements contracts involving a particular or..."noncoverable" goods this provision should be considered an exception to the general proscription. Output and requirements contracts, explicitly cited as examples of situations in which specific.... 1967) and cases cited there. Long Beach Drug and Thayer Plymouth also demonstrate the more fundamental refusal of California courts to order specific performance of contracts which are...

.... Subsection (1) applies to output and requirements contracts and subsection (2) applies to contracts for "exclusive...: § 2-306. Output, requirements and exclusive dealings (1) A term which measures the quantity by the output of the seller or the requirements of the buyer...quantity is required to operate his plant or conduct his business in good faith and according to commercial standards of fair dealing in the trade so that his output or requirements will approximate a...

..." provisions. See, e.g., U.C.C. 2-306(1), Wash.Rev. Code 62A.2-306(1) (implying quantity term in output and requirements contracts; measuring quantity in these cases by "such actual output or...requirements as may occur in good faith"). See generally White Summers, at 38-40 (3d ed. 1988) (collecting cases, and discussing proper interpretation of UCC § 2-207...to transfer case to contractually selected out-of-state forum, on ground that chosen forum was "totally unreasonable": all parties and witnesses resided in Washington, contracts were made and to be...

...and requirements contracts, states that a `term which measures the quantity by ... output ... or ... requirements ... means such actual output or requirements as may occur in good faith,' it should...oral evidence rests on a real transaction ... Only three definite and invariable requirements as to the memorandum are made by this subsection. First, it must evidence a contract for the sale of...quantity need not be designated numerically where the memorandum evidences a requirements or output contract. R. L. Kimsey Cotton Co. v. Ferguson, 233...

..., 289 So.2d 609 (1974). Appellant places principal reliance on U.C.C. § 2-306, which relates to output and requirements contracts and is the primary "gap-filler" in...would the contract be enforceable beyond a quantity not unreasonably disproportionate to the estimated yield stated in the contract. Although § 2-306(1) concerns output and requirements contracts, we...the master contracts, the enforceability thereof under Ala. UCC § 2-201 (formal requirements; statute of frauds) and § 2-302 (unconscionability, and the remedy of specific performance...

...(contract of June 13, 1965). At early common law, output and requirements contracts were considered unenforceable due to a lack of mutuality of obligation; a seller might not have any output to sell, or...): Obligations arising under output and requirements contracts are also routinely subjected to good faith limitations because the buyer and seller have "some discretion" to determine their...requirements? Similar questions arise respecting contracts for the purchase and sale of the "entire output" of a factory or mine. . . . In...

...) includes the following: "1. Subsection (1) of this section, in regard to output and requirements, applies to this specific problem the general approach of this act which requires the reading of commercial background and intent into the language of any agreement and demands good faith in the performance of that agreement. It applies to such contracts of...characteristic of output and requirements contracts is that they refer to future output and future requirements. R. L. Kimsey Cotton Co. v...plant or conduct his business in good faith and according to commercial standards of fair dealing in the trade so that his output or requirements will approximate a reasonably foreseeable figure...

...following regarding output and requirements contracts: (1) A term which measures the quantity by the output of the seller or the requirements of the buyer, means such actual output or...following regarding output, requirements, and exclusive dealings contracts: (1) A term which measures the quantity by the output of the seller or the requirements of the buyer, means such...courts to interpret this portion of the statute and address the issue of whether a party to an output or requirements contract under U.C.C. section 2–306(1) may reduce its output or requirements, even...

...of output and requirements contracts in Georgia is demonstrated by the output contract in Harris v. Hine, 232 Ga. 183...trade so that his output or requirements will approximate a reasonably foreseeable figure. Reasonable elasticity in the requirements is expressly envisaged by this section and good faith variations from...damages for breach of a requirements contract. The key issue at trial was whether such a contract existed between Jonas and Badische. In directing a verdict, the district court ruled that the documentary...

...-cited section states in pertinent part: "The test of uniqueness under this section must be made in terms of the total situation which characterizes the contract. Output and requirements contracts involving...specific performance which is properly accorded to requirements contracts and other agreements akin thereto (cf. 12 Carmody-Wait 2d, New York Practice, Injunctions, §§ 78:37, 78:41). As will be...Encyclopedia, New York Law of Contracts, §§ 1405-1407). The lease itself provides for a rental computed upon the sales of defendant's products; and the retail dealer contract, in turn, states the...

...provision was invoked within the implied good faith expectations of the parties. Obligations arising under output and requirements contracts are...also routinely subjected to good faith limitations because the buyer and seller have "some discretion" to determine their requirements and outputs. E. Farnsworth, Contracts, § 7.17.... McKAY, Circuit Judge. This diversity case arises out of long-term coal contracts between an Illinois public utility, Commonwealth Edison Company (Edison), and two Wyoming...

.... We now consider the case as an ordinary output contract. Output and requirements contracts are today normally held to be enforceable even though the promisor does not promise to sell or buy...any specific amount. A legal detriment is found in the relinquishment of the promisor's right to have output or requirements and yet not sell or buy the same to or from the promisee. 1 Williston on Contracts, Rev.Ed., § 104a, p. 353. Many cases have considered the duties or obligations of the parties under an output or...between what is called a requirements contract and an output contract. Illustrative cases are Brawley v. United States, 96 U.S. 168...

...and fair dealing is most commonly raised as an issue in output and requirements contracts, wherein the price and quantity terms are left open. See...the foregoing, it is ORDERED AND ADJUDGED that Exxon's Motion in Limine to Exclude Extrinsic Evidence to Establish the Alleged Obligation Under the Written Contracts [D.E. # 1024] is DENIED. ...OBLIGATION UNDER THE WRITTEN CONTRACTS GOLD, District Judge. THIS CAUSE is before the Court upon...

...category of intrinsically unique goods for which a specific performance remedy is appropriate. See N.Y. U.C.C. § 2-716 cmt. 2 ("Output and requirements contracts involving a particular or...("Robins") brings this breach of contract action against Defendants David Zwirner ("Zwirner"), David Zwirner Gallery, and David Zwirner, Inc. (collectively the "Gallery") claiming that Zwirner reneged...world — a realm of selfproclaimed royalty full of "blacklists," "greylists," and astonishing chicanery. Robins is an art patron from Miami Beach, Florida who has amassed a substantial collection of...

...). Section 2-306(1) of the Code, which deals with output and requirements contracts, states that "no quantity unreasonably disproportionate to any stated estimate to in absence of a stated estimate to...extended-term contracts. It supersedes the standard adjustment clause in the General Sales Terms and Conditions, which permits only at 10 percent variance. We think that the Government did allow for the...actual output of the silver solution over the life of the contract, whatever that output may be. On the other hand, plaintiff says that the transaction here was a sale "by the lot," and that under...

...lack specificity as to the total of goods agreed upon. Two types of contracts fall under this provision: output contracts and requirements contracts. Both are commonly used between suppliers. Today...& Rubber Co, 154 Mich App 777, 399 N.W.2d 408 (1986), to the extent that it contradicts this opinion. A. OUTPUT AND REQUIREMENTS CONTRACT CASELAW There are only a few Michigan cases that have discussed output and requirements contracts that...565, 344 N.W.2d 331. [9] The same concept applies to requirements contracts. See MCL 440.2306(1) (defining output and requirements...

...parties to enter into contracts that provide a quantity term but lack specificity as to the total of goods agreed upon. Two types of contracts fall under this provision: output contracts and requirements contracts...; 399 N.W.2d 408 (1986), to the extent that it contradicts this opinion. A. OUTPUT AND REQUIREMENTS CONTRACT CASELAW There are only a few Michigan cases that have discussed output and requirements contracts that...parcels the agreement covered. Id. at 565. The same concept applies to requirements contracts. See MCL 440.2306(1) (defining output and requirements...

...). Section 2.306 is intended to render output and requirements contracts sufficiently definite "as to quantity and enforceable by reading into such contracts a quantity that is the...Code, titled "Output, Requirements, and Exclusive Dealings," states: (a) A term which measures the quantity by the output of the seller or the requirements of...business in good faith and according to commercial standards of fair dealing in the trade so that his output or requirements will approximate a reasonably foreseeable figure.... The essential test is...

...) ("By their very nature, output and requirements contracts involve exclusive dealing.") However, an Official Comment to section 2-306 indicates that the duty to use best efforts applies only to buyers..., applying New York law to output contracts, borrowed directly from Empire Gas's analysis of requirements contracts to conclude that, "in an output contract, the buyer takes the risk that the seller may reduce its production to zero." Calusa Corp. v. A R Lobosco, Inc., 986 F. Supp. 723, 729-30 (E.D.N.Y. 1997). Finally, without specifically addressing the asymmetry between the treatment of increases and decreases...., 282 Or. 179, 183, 577 P.2d 518, 520 (Or. 1978). In distinguishing between pure requirements contracts and exclusive...