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There are valid commercial reasons for these contracts and the courts have found ways to stop both production requirements and contracts if the only objection to their validity is that they are too indeterminate. As a general rule, there are a number of problems with the requirement contracts. The first is reflection. From a technical point of view, no breach of contract would be possible if the buyer does not have a purchase because the buyer agrees to buy only as much as the buyer needs. In the example above, the grocery store could reduce its obligation to buy from the farmer by deciding not to wear oranges. Courts generally circumvent the fear that the buyer will not actually have to buy something by finding that the contract is nevertheless the task of the right to buy from another party. To simplify, « the buyer, as part of a requirement contract, does not promise to buy as much as he wants to buy, but rather to buy as much as he needs. » [2] However, such a contract would likely be considered illusory if the purchaser reserved the right to purchase from other parties. [3] A requirement contract differs from a production contract in which the buyer agrees to purchase all products produced by the supplier. When the parties try to increase or reduce the requirements, this usually leads to litigation that goes to court. Courts can resolve these disputes through the UCC`s « disproportionate » test, used in good faith in combination with the obligation. 2-306.

Exclusive production, requirements and businesses. 1. A term that measures quantity based on the seller`s performance or the buyer`s requirements refers to actual production or needs that may occur in good faith, except that no quantity disproportionate to a reported estimate or, in the absence of a given estimate, may be tendered or required to produce or require normal or comparable production or prior requirements. An agreement between the buyer and the seller, in which the buyer buys from the seller all the goods he asks for, can be interpreted as allowing the buyer to choose whether or not to need a commodity. Similarly, an agreement in which a seller agrees to sell the entire expense to a buyer can be interpreted in such a way that the seller is free to control its performance. Until recently, the requirement contracts were considered non-demanding under French law because of the absence of conditions defined under Articles 1129 and 1583 of the French Civil Code. [4] In Belgium, on the other hand, judicial decisions have always validated such contracts, although the Belgian civil code has the same language as that of France. [5] With respect to merchandise transactions, most jurisdictions in the United States apply Section 2-306 (1) of the Single Code of Commerce, which limits purchases in good faith under a requirement contract.

[6] In simple terms, the code states that this means that a contract of requirement is valid for goods, but may not be applied if the buyer imposes claims that are inappropriate compared to previous industry estimates or standards.

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