acceptance Flashcards
what is the mirror image rule
common law thing; acceptance of an offer must be a mirror image of the offer
Ardente v Horan (very first cold call of law school 🤗)
Facts
House for sale by D, P made a bid for the offer, and it was accepted. P executed the sale agreement sent to them by P and sent consideration of 20k, but the language of the document P sent had language that was conditional in nature regarding various furniture pieces in the house
D refused to sell the items and refused to sell the house to P.
Issue
Was the sale agreement sent back to D a valid mirror image acceptance?
no! In common law transactions, an acceptance is only binding if it is a mirror image of the offer, and acceptance on conditional terms serves as a rejection/counter offer!
under the COMMON LAW, what does a counter offer do to the intial offer?
it quashes it!
rst section 61 - acceptance that requests change of terms (ie not a counter offer, but an accpetance that asks for something more)
An acceptance which asks for a change or addition to the terms of the offer is not invalidated UNLESS the acceptance is made to DEPEND (ie is conditional) on an assent to the changed or added terms
what is the mailbox rule and what is its exception
it says that when an offer and acceptance is sent via mail or any other correspondence that is not verbal, acceptnace is effective upon DISPACTH! doesnt matter if you never get it
exception: option ks; the exsistence of the option k limiting the offoer from revoking provides the assurace that the mailbox rule gives
as a master of the offer, how can an offeror get around the mail box rule, which makes acceptance effective upon dispacth
they can specifiy that acceptacne wont be effective until they receive it!
Morrison v Thoelke
Facts
Party one executed a K for purchase of property owned by party two. And mailed it to them. Party two executed the K and mailed it, but canceled and repudiated the K BEFORE it was received by party one, but party one recorded the K anyway
Issue
Was a contract formed as soon as the party mailed their acceptance
Yes! Under mailbox rule a K is formed upon deposit of the acceptance in the mail, and the repudiation prior to Party one’s receipt of it constituted a breach
what does the rst say about acceptance by phone
it works the same as if the parties were in each other’s presence
what kind of Ks require accpetance via performance and NOT a return promise
a unilateral contract
Carlill v Carbolic Smoke Ball- reward for getting sick while using product
Facts – D put an ad in the newspaper saying that anyone who used their smoke ball as prescribed and still got the flu would get an award of 100 dollars
P used the smoke ball as prescribed and still got the flu (ie her getting the flu was the performance)
Issue – 1. is an ad made to the public a promise that should be binding AND
2 In a promise/offer made to the public in an advertisement, does the acceptance of the offer (based on the requirements met by the promise) need to be communicated to the offeree, or is the performance acceptance by itself?
- If an advertisement offering an award includes language that would assure a reasonable person of its validity, it is therefore a promise.
- If the language of an offer and the nature of the transaction shows that there is no expectation or requirement of an acceptance outside the requested performance, not notice of acceptance is needed.
White v Carlies & Tift (accpetance via performance)
Facts- P was a builder and D wanted P to build for them. P sent an estimate and D wrote back saying ‘upon agreement in two weeks’ P could start work at once. P never responded back to D and immediately bought supplies (ie he mentally assented). That same day, D sent a remand of the offer, and when P got it, he sued for breach
Issue- was P’s action of starting work and buying supplies an appropriate form of acceptance of the contract?/ did the offeree accept if they never gave notice of it to offer?
a mere act that doesn’t by itself indicate acceptance isn’t a binding acceptance even if accompanied by subjective intent to accept
whats the differnce btwn the carlil smoke ball case and the white case, ie why was acceptance via performane ok for one but not the other
Key difference between these two cases—smoke ball case= acceptance by performance was laid out in the offer, while in the White case, the offeror did NOT ask for acceptance by performance! When in doubt, look at the language of the offer!
what does ucc say about notification of acceptance
In sale of goods, buyers send the seller a purchase order with the expectation that the seller will ship the goods promptly, WITHOUT any separate notice of acceptance
45- option k created by part performance or tender
1) where an offer invites an offeree to accpet by rendering a performance and does not invite a promise as acceptance, an option k is created when the offeree tenders or beings the inivtted performance or tenders a begining of it
2) the offeror’s duty of performace under any option k so created is condtional on completion or tender of the invited performance in accordance with the terms of the offer
62- effect of performance by offeree where offer invites either performance or promise
1) where an offer invites a choice btwn promise or performace as acceptance, the tender or begining of the invitted performance or a tender of a begining of it is an acceptance by performance
2) such an acceptance is a promsise to render complete performance
