Under the UCC, if a contract specifies a place of delivery, the seller must deliver the goods to that location. If no place of delivery is specified, the default rule is that the delivery should be made at the seller’s place of business.
For a contract to be enforceable, it must include mutual assent (offer and acceptance), consideration, and legal capacity. While some contracts must be in writing to be enforceable under the Statute of Frauds, many contracts are enforceable even if they are not written, as long as the essential elements are present.
Under the UCC, if the seller delivers nonconforming goods, the buyer has the right to reject the goods and seek damages or cover. Cover involves obtaining substitute goods and seeking the difference between the contract price and the cover price.
Under UCC § 2-205, a "firm offer" by a merchant, when made in writing and signed, is irrevocable for the time stated in the offer or for a reasonable time if no time is stated, not exceeding three months.
In Kentucky, the statute of limitations for bringing a breach of contract claim is 5 years. This means a party must file a lawsuit within 5 years of discovering the breach or when the breach occurred.
