GAP-FILLER

gap-filler. A rule that supplies a contractual term that the parties failed to include in the

contract. • For example, if the contract does not contain a sales price, UCC § 2-305(1) establishes

the price as being a reasonable one at the time of delivery. Cf. default rule under RULE(1). [Cases:

Sales 22(4), 23(4). C.J.S. Sales §§ 38–40, 223.]

“Contracts often have gaps in them, intentional or inadvertent. Gaps arise, too, out of the

‘battle of the forms’ under sections 2–204 and 2–207. Some gaps are more or less complete, others

only partial. Article 2 of the Code includes numerous gap filler provisions which taken together

constitute a kind of standardized statutory contract.” 1 James J. White & Robert S. Summers,

Uniform Commercial Code § 3-4 (4th ed. 1995).[Blacks Law 8th]