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Kim's Shelving, Inc. sells and installs shelving systems. National Deli, LLC , entered into a signed written contract with Kim's to provide and install a
Kim's Shelving, Inc. sells and installs shelving systems. National Deli, LLC entered into a signed written contract with Kim's to provide and install a parallel rack system in National's warehouse. The contract did not provide for the price of the system. Shortly before performance was to begin, National decided it wanted to go with another seller and notified Kim's it was cancelling the contract. Kim's filed suit for breach of contract. The trial court determined the service portion of the contract constituted the predominant purpose of the contract. As a result, the court likely found as follows regarding the enforceability of the contract:
The contract was enforceable because of the UCC's implied obligation of good faith.
The contract was enforceable because the missing price component could be determined by what was reasonable in the trade under the UCC.
The contract failed for indefiniteness was unenforceable because of the missing price component.
The contract failed for indefiniteness, but the court could save it by using the "knockout" rule.
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