Section 22-302 – Practical Construction
(a) The express terms of an agreement and any course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. However, if that construction is unreasonable: (1) Express terms prevail over course of performance, course of dealing, and usage of trade; (2) Course of performance prevails over course of […]
Section 22-303 – Modification and Rescission
(a) An agreement modifying a contract subject to this title needs no consideration to be binding. (b) An authenticated record that precludes modification or rescission except by an authenticated record may not otherwise be modified or rescinded. In a standard form supplied by a merchant to a consumer, a term requiring an authenticated record for modification of […]
Section 22-204 – Acceptance With Varying Terms
(a) In this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material term not contained in the offer. (b) Except as otherwise provided in § 22-205 of this subtitle, a definite and seasonable expression of acceptance operates as […]
Section 22-304 – Continuing Contractual Terms
(a) Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this title or the contract. (b) If a contract provides that terms may be changed […]
Section 22-205 – Conditional Offer or Acceptance
(a) In this section, an offer or acceptance is conditional if it is conditioned on agreement by the other party to all the terms of the offer or acceptance. (b) Except as otherwise provided in subsection (c) of this section, a conditional offer or acceptance precludes formation of a contract unless the other party agrees to its […]
Section 22-305 – Terms to Be Specified
An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one of the parties. If particulars of performance are to be specified by a party, the following rules apply: (1) Specification must be made in good faith and within limits set by […]
Section 22-206 – Offer and Acceptance: Electronic Agents
(a) A contract may be formed by the interaction of electronic agents. If the interaction results in the electronic agents’ engaging in operations that under the circumstances indicate acceptance of an offer, a contract is formed, but a court may grant appropriate relief if the operations resulted from fraud, electronic mistake, or the like. (b) A contract […]
Section 22-306 – Performance Under Open Terms
A performance obligation of a party that cannot be determined from the agreement or from other provisions of this title requires the party to perform in a manner and in a time that is reasonable in light of the commercial circumstances existing at the time of agreement.
Section 22-207 – Formation: Releases of Informational Rights
(a) A release is effective without consideration if it is: (1) In a record to which the releasing party agrees, such as by manifesting assent, and which identifies the informational rights released; or (2) Enforceable under estoppel, implied license, or other law. (b) A release continues for the duration of the informational rights released if the release does not […]
Section 22-307 – Interpretation and Requirements for a Grant
(a) A license grants: (1) The contractual rights that are expressly described; and (2) A contractual right to use any informational rights within the licensor’s control at the time of contracting which are necessary in the ordinary course to exercise the expressly described rights. (b) If a license expressly limits use of the information or informational rights, use in […]