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AcadiFi
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AuditToREGSwitch2026-05-20
cpaREGBusiness LawContracts

How is a merchant firm offer different from a regular offer on REG?

I understand that firm offers have special treatment, but on practice questions I still treat them like normal offers that stay open only if someone paid consideration.

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  • Topics: ["Business Law","Contracts"]
  • Tags: ["reg","merchant-firm-offer","ucc","offer-and-acceptance"]
  • Related articles: ["reg-contract-liability-decision-map"]
  • Related questions: []
  • Answer:

A merchant firm offer is a UCC concept for the sale of goods. The key distinction is that a qualifying merchant's signed written promise to keep the offer open can be irrevocable even without consideration.

That is different from the common-law default. Under common law, an offeror usually remains free to revoke unless an option contract or another doctrine makes the offer binding.

So the sequence is:

  1. Confirm the transaction is for goods.
  2. Confirm the offeror is a merchant.
  3. Confirm there is a signed written assurance that the offer will stay open.
  4. Then apply the firm-offer rule instead of the ordinary revocation rule.

If one of those pieces is missing, do not force the firm-offer analysis.

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