A recent college graduate offered to buy all of the computers from a struggling online retailer for $10,000 under terms stating 'reasonable number of computers, as the closing retailer no longer needed them.' The graduate, knowing there were 50 computers, took 10; later demanded remaining 40; the retailer refused and returned the $10,000. Is there a valid contract for the remaining 40 computers?

• A. Yes, because the parties formed a contract for all 50 computers.
• B. No, because there was no agreement as to quantity.
• C. Yes, because the retailer's aid included implied quantity.
• D. No, because consideration failed.

Answer: (B)

The central idea here is that a contract for the sale of goods needs a definite quantity unless it fits a recognized open-quantity arrangement. Under the UCC, an open quantity can be enforceable only if the contract is truly an output contract (the seller agrees to sell all of its output) or a requirements contract (the buyer agrees to purchase all of its requirements from the seller), and both sides act in good faith to determine the actual quantity.

In this scenario the buyer offered to buy “all of the computers” but with the term that it would be a “reasonable number,” given that the retailer no longer needed them. That leaves the quantity undefined. The buyer knew there were 50 computers, took 10, and later demanded the remaining 40. Because there was no mutual assent to a valid open-quantity arrangement (no true output or requirements contract established, and the quantity isn’t defined by past practice or good-faith needs), there is no binding agreement for the remaining 40.

So there is no valid contract for the 40 computers because the quantity term is too indefinite to enforce, absent a proper open-quantity contract.