1. Offer Flashcards
What are the key elements of an offer?
1) Promise/Commitment/Undertaking to enter contract (Intent)
2) Terms (Definite/Certain)
3) Communication to Offeree
What factors determine intent to enter contract?
Language
- Technical (‘I wish’, ‘I promise to’)
- NOT mere invitation (‘I am asking for’, ‘I would consider’)
Surrounding circumstances
Parties’ previous relationship/practice
Methods of communication
- NOT publication (too broad)
- NOT advert (mere invitation)
Signed offer
- NOT offer requiring BOTH parties’ signatures
What is required for definite/certain terms?
Services
1) Parties
2) Subject matter
3) Price
4) Quantity
Real estate
1) Land description
2) Price
Sale of goods
- Quantity
- Other terms (UCC may add gap-filler terms)
Sale of goods (output/requirement contracts)
1) Wording (all/exclusively/only)
2) Good faith
3) Quantity not unreasonably disproportionate to prior contract/statute reqs/anticipated amounts
Employment
- Nature of work
- Duration
How can missing terms in sale of goods contracts be ascertained?
UCC gap-filler terms
Court can produce reasonable terms
1) Intent to make contract
2) Reasonably certain basis for remedy
Price
- Sale of goods (reasonable price at time of delay)
- Services (intent to create contract w/o price settlement) (NOT real estate)
Time
- Express/Implied (by law)
- Continuing contracts
How can vague terms be ascertained?
E.g. ‘Fair’, ‘Appropriate’, ‘Reasonable’
Curable methods available
- Acceptance of full performance
- Part performance
Presumed intent to include reasonable term
How can later terms be ascertained?
Not too material
What is required for valid communication of offer to Offeree?
Offeree has knowledge of offer