Acceptance Flashcards
Can an Offeree Accept an Offer they were not aware of?
No
Acceptance of a Bilateral Contract
Can be accepted either by a promise to perform OR by the beginning of performance (if no method of acceptance stipulated)
Silence as Acceptance
Generally, silence is not treated as acceptance
BUT it can be treated as acceptance if:
(1) Prior dealings or trade practices suggest it would be commercially reasonable for the offeror to consider silence an acceptance, or
(2) If the recipient of services knows or should have known that the services were being rendered with the expectation of compensation and, by a word, could have prevented the mistake, the recipient may be held to have accepted the offer if they fail to speak.
Methods of Acceptance
ACCEPTING AN OFFER:
Unless otherwise provided, an offer is construed as inviting acceptance in any reasonable manner and by any medium reasonable under the circumstances.
ACCEPTING A COUNTEROFFER:
Any objective manifestation of the offeree’s counterpromise is usually sufficient.
UCC:
An offer to buy goods is construed as inviting acceptance either by a promise to ship or prompt shipment of conforming or nonconforming goods.
Acceptance of a Unilateral Contract
A unilateral contract is not accepted until performance is completed.
BUT note: The beginning of performance may create an option so that the offer is irrevocable.
Notice Given to Offeror Under a Unilateral Contract
Generally, offeree is not required to give the offeror notice that he has begun the requested performance
BUT offeree is required to notify the offeror within a reasonable time after performance has been completed.
No notice of completion is required if:
(1) the offeror waived notice; or
(2) the offeree’s performance would normally come to the offeror’s attention within a reasonable time.
Acceptance Under UCC
An offer to buy goods for current or prompt shipment may be accepted either by a promise to ship OR by a shipment of the goods.
UCC Battle of the Forms Provision
Mirror Image not required:
- The inclusion of additional or different terms by the offeree is NOT a rejection + counteroffer. Effective as acceptance, unless acceptance is expressly made conditional on assent to the new terms
Merchant’s Confirmatory Memo
A merchant’s memorandum confirming an oral agreement that contains different or additional terms
- Also subject to battle of the forms provisions
Mailbox Rule
Acceptance is effective at the moment of dispatch, UNLESS:
- Offer says acceptance not effective until received
- An option contract is involved (acceptance only effective on receipt)
- Rejection sent first, then it is a race to see which arrives first.
Battle of the Forms Provision (UCC) if any party is NOT a merchant
the additional or different terms are mere proposals and do not become part of the contract unless expressly agreed to
Battle of the Forms Provision (UCC) if BOTH parties are merchants
Additional terms will be included UNLESS:
- They materially alter the original terms of the offer (changing parties risks or remedies)
- The offer expressly limits acceptance to the original terms
- Other party objects to the inclusion of the additional terms within a reasonable time
Seller sends defective goods before the time for performance has passed
They have the opportunity to cure the breach
Seller sends defective goods thinking that they will be accepted
They have a reasonable time to cure if buyer objects
Sending defective goods under an installment contract
An installment can be rejected only if the nonconformity substantially impairs the value of that installment.
The installment CONTRACT as a whole is deemed to be breached only if the nonconformity substantially impairs the value of the entire contract
