New York § 2-311 Options and Cooperation Respecting Performance

New York Statutes

§ 2-311 — Options and Cooperation Respecting Performance

New York § 2-311

Law UCCUniform Commercial Code

Part 3General Obligation and Construction of Contract

Art. 2Sales

This text of New York § 2-311 (Options and Cooperation Respecting Performance) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.Y. Uniform Commercial Code § 2-311 (2026).

Text

Section 2--311. Options and Cooperation Respecting Performance.\n  (1) An agreement for sale which is otherwise sufficiently definite\n(subsection (3) of Section 2--204) to be a contract is not made invalid\nby the fact that it leaves particulars of performance to be specified by\none of the parties. Any such specification must be made in good faith\nand within limits set by commercial reasonableness.\n  (2) Unless otherwise agreed specifications relating to assortment of\nthe goods are at the buyer's option and except as otherwise provided in\nsubsections (1) (c) and (3) of Section 2--319 specifications or\narrangements relating to shipment are at the seller's option.\n  (3) Where such specification would materially affect the other party's\nperformance but is not seasonably made or where

Free access — add to your briefcase to read the full text and ask questions with AI

Section 2--311. Options and Cooperation Respecting Performance.\n (1) An agreement for sale which is otherwise sufficiently definite\n(subsection (3) of Section 2--204) to be a contract is not made invalid\nby the fact that it leaves particulars of performance to be specified by\none of the parties. Any such specification must be made in good faith\nand within limits set by commercial reasonableness.\n (2) Unless otherwise agreed specifications relating to assortment of\nthe goods are at the buyer's option and except as otherwise provided in\nsubsections (1) (c) and (3) of Section 2--319 specifications or\narrangements relating to shipment are at the seller's option.\n (3) Where such specification would materially affect the other party's\nperformance but is not seasonably made or where one party's cooperation\nis necessary to the agreed performance of the other but is not\nseasonably forthcoming, the other party in addition to all other\nremedies\n (a) is excused for any resulting delay in his own performance;\n and\n (b) may also either proceed to perform in any reasonable manner\n or after the time for a material part of his own performance\n treat the failure to specify or to cooperate as a breach by\n failure to deliver or accept the goods.\n