(A)(2) Offer and Acceptance Generally

Question 1

What is an offer?

Answer 1

an objective manifestation of a willingness by the offeror to enter into an agreement that creates the power of acceptance in the offeree—aka a communication that gives power to the recipient to conclude a contract by acceptance

Question 2

What is the general intent requirement for an offer?

Answer 2

a statement is an offer only if the person to whom it is communicated could reasonably interpret it as an offer.

Question 3

What type of intent is required for an offer?

Answer 3

an offer must express the present intent of a person to be legally bound to a contract

Question 4

What is the primary test of whether a communication is an offer?

Answer 4

based on the objective theory of contracts—whether an individual receiving the communication would believe that he could enter into an enforceable deal by assenting to the offer

Question 5

What is the knowledge by the offeree requirement for an offer?

Answer 5

to have power to accept an offer, the offeree must have knowledge of it

Question 6

What are the requirements for terms for an offer?

Answer 6

for a contract to exist, the terms of the contract must be certain and definite, or the contract fails for indefiniteness

Question 7

What are the essential terms for contracts under common law?

Answer 7

• the parties
• subject matter
• price
• quantity

Question 8

What is the requirement regarding essential terms in a contract under common law?

Answer 8

under common law, all essential terms must be covered in the agreement

Question 9

Are the essential terms required by the UCC more strict or more liberal?

Answer 9

the UCC allows for a more liberal contract formation

Question 10

Contract formation under UCC - essential terms

Answer 10

under the UCC, a contract is formed if both parties intend to contract and there is a reasonably certain basis for giving a remedy

Question 11

What is the key term that must be specified for a sale of goods?

Answer 11

quantity

Question 12

UCC - gap fillers

Answer 12

as long as the parties intend to create a contract, the UCC “fills the gap” if other terms, such as the time or place for delivery, or even the price of the goods, are missing

Question 13

requirements/output contracts formation requirements

Answer 13

requirements or output contracts satisfy UCC contract formation requirements even without naming specific quantities because the UCC implies good faith as a contract term

Question 14

duration terms for contracts

Answer 14

in most ongoing contracts, if a duration term is not specified in the agreement, courts will imply that the contract will last for a reasonable period of time

Question 15

duration terms for contracts - employment contracts

Answer 15

if an employment contract does not state duration, there is a rebuttable presumption that the employment is “at will”

Question 16

what is an at will relationship

Answer 16

in an employment-at-will relationship, either party can terminate the relationship at any time, without the termination being considered a breach of contract

Question 17

at will relationship termination exception

Answer 17

either party can terminate the relationship at any time, without the termination being considered a breach of contract unless the termination is against public policy, such as when an employee is discharged for filing a discrimination claim

Question 18

duration terms - “permanent employment”

Answer 18

if an employment contract provides for “permanent employment,” most courts hold that, in the absence of a proven contrary intention, the employment is “at will,” because the duration term in the contract is considered too vague

Question 19

duration terms - “lifetime employment” court interpretation

Answer 19

if the offer promises “lifetime employment,” some courts hold that the agreement is for at will employment, while others take the term literally

Question 20

how do employment agreements typically overcome default rule of employment at will?

Answer 20

by express terms of the contracts—rules published by the employer such as those in an employee handbook or implication (usage or conduct)

Question 21

what is the general rule for missing terms in a contract?

Answer 21

a contract may still be formed when a term is missing, if it appears that the parties intended to create a contract

Question 22

what may a court do regarding missing terms in a contract?

Answer 22

the court may supply the missing term because there is a presumption that the parties intended to include a reasonable term

Question 23

what missing terms may the UCC “fill the gap” for?

Answer 23

• time (reasonable) or place for delivery (the seller’s place of business)
• the assortment of goods (reasonable choice of the buyer
• price of goods

Question 24

what missing terms may NOT the UCC “fill the gap” for?

Answer 24

subject matter and quantity

Question 25

UCC gap fillers - price

Answer 25

if the contract omits a price of if the parties agree to set a price in the future and then fail to agree, the UCC supplies a reasonable price at the time of delivery

Question 26

UCC gap fillers - objective price standard

Answer 26

the contract must have an objective price for the court to reference - the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

Question 27

how may a court infer the reasonableness of a party’s conduct or a contract term?

Answer 27

the court may infer a term or the reasonableness of party’s conduct based on the parties’ course of performance, course of dealing or on trade usage

Question 28

vague terms vs missing terms

Answer 28

when the terms of a contract are vague, the same presumption for missing terms cannot be made because the parties have manifested an intent that cannot be determined because of the vagueness of the terms

Question 29

contract language requirements

Answer 29

(1) the offer must contain words of promise, undertaking, or commitment (as distinguished from words that merely indicate intention to sell or interest in buying); and
(2) the offer must be targeted to a number of people who could actually accept

Question 30

bilateral contract

Answer 30

a contract that requests a return promise

Question 31

unilateral contract

Answer 31

a contract that requests an act

Question 32

invitation to deal

Answer 32

offers must be distinguished from invitations to deal

Question 33

advertisements as offers general rule

Answer 33

advertisements are generally considered invitations to receive offers from the public, unless associated with a stated rewards; an advertisement that is sufficiently specific and limiting as to who may accept may also qualify as an offer (i.e. used car for sale $5,000 - first come, first serve)