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Contracts > Acceptance > Flashcards

Acceptance Flashcards

0
Q

RS 50: acceptance defined

A

Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer.

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1
Q

Acceptance by performance

A

Requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which acts as a return promise.

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2
Q

UCC 2-204 formation in general

A

(1) A contract for the sale of goods may be made in ANY MANNER SUFFICIENT TO SHOW AGREEMENT, including conduct by both parties which recognizes the existence of a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

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3
Q

Acceptance by Promise

A

Requires that the offeree complete every act essential to the making of the promise.

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4
Q

RS 52: Who May Accept an Offer?

A

An offer can be accepted only by a person whom it invites consideration, ie. The offeree.

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5
Q

Which types of contracts require notice of acceptance?

A

Unilateral: not required
Bilateral: required to ensure that offeror has no intention to withdraw the offer

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6
Q

Does it matter if the manner of acceptance is specified by the offeror?

A

Yes, if the offeror specifies the method of acceptance than that form of acceptance must be used. But if it is not specified then any REASONABLE form of acceptance is allowed.

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7
Q

What is required for an offer to be made and accepted?

A

1) did an offeror give a manifestation of willingness to enter into a bargain?
2) was there manifestation of assent to the terms given in a reasonable manner?

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8
Q

Mailbox Rule:

A

The principle that an acceptance becomes effective- and binds the offeror- once the acceptance has been mailed.

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9
Q

How much time must be allowed for acceptance?

A

If an agreement does not specify a time frame for acceptance, then a reasonable time must be allowed. (Ever-Tile v. Green)

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10
Q

Rules from Allied Steel in regards of suggested methods of acceptance?

A

If a method of acceptance is SUGGESTED, then other methods of acceptance are not precluded. But if another method of accepted than the one suggested is used then there may require another meeting of the minds for the agreement to be binding.

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11
Q

What is an accommodation shipment?

A

If the seller is accommodating the buyer by shipping what the seller knows and says are nonconforming goods, this is not an acceptance but rather a counter-offer.

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12
Q

Shipment of goods as acceptance-

UCC 2-206(1)(b)

A

Unless otherwise specifically indicated by language or circumstances:
An order or offer to purchase goods for shipment shall be construed as inviting acceptance by promise to ship
OR by shipment of goods.

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13
Q

Exceptions to the rule that silence cannot be an acceptance:

A

Exception: parties that have a long term relationship with a regular and accepted ordering pattern.
Rejection would require written or spoken notification

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14
Q

4 methods of Termination of Acceptance

A

1) rejection or a counter offer
2) lapse of time
3) revocation of an offer by the offeror
4) death or incapacity of the offeree or offeror
Side note: can also be terminated by non-occurrence of any condition of acceptance under the terms of the offer.

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15
Q

Termination by Rejection

A

RS 38:

Power of Acceptance is terminated by rejection unless the offeror has manifested a contrary intention

16
Q

Termination of Acceptance by Counter Offer

A

If an offeree counters with terms of their own then they become the offeror and the power off acceptance is given to the other party.

17
Q

When does an offer expire during a face to face conversation?

A

Once that conversation is done and the face to face ends, the offer is terminated and the acceptance is terminated.

18
Q

Termination by lapse of time

A

Offer does not stay open forever. It will expire after a REASONABLE AMOUNT OF TIME.

19
Q

When can an offeror revoke an offer?

A

Anytime before it is accepted.

20
Q

RS 25: Option Contracts

A

An option contract is a promise which meets the requirement for a contract and LIMITS THE POWER TO REVOKE THE OFFER.

Traditionally, offeror can revoke before acceptance, but this removes that right.

21
Q

UCC 2-205: Firm Offers

A

The UCC equivalent to an option contract. It is an offer to buy or sell goods in a signed writing which gives assurances that it will be held open and not revokable during a set time frame, or if no time frame, a reasonable amount of time.

22
Q

Death by an 1) offeror 2) offeree

A

1) offeror: contract not necessarily revoked, depends on the type of contract.
2) offeree: contract is broken and revoked.

23
Q

Mirror Image Rule:

A

The acceptance must be a mirror image of the offer. Without any addition terms. If there is any additional terms then the offer is terminated and contract is void.

24
Q

UCC 2-104: What is a merchant?

A

Someone who has knowledge or skill in an area, and also deals in an area.

25
Q

UCC 2-207: Additional Terms in Acceptance in the Battle of the Forms

A

(1) acceptance stands even if there is additional or different terms in the offerees response as long as it was accepted in a reasonable time. There are exceptions though.
(2) if one or both parties are non-merchants then the terms are proposals.
If both are merchants then they are binding unless:
(A) the offer limits the acceptance to the terms of the offer
(B) the terms materially alter it
(C) notification or objection to the terms is given.
(3) if the conduct by the parties recognizes the existence of a contract, the terms will be binding and the disagreed terms will either be thrown out (knock out rule) or replaced with UCC gap fillers.

26
Q

UCC 2-207(b): what is material Alteration?

A

Something that causes SURPRISE OR UNDUE HARDSHIP

Judged by the RPS and the facts, factors, and circumstances of each case.

27
Q

Examples of Material Alteration

A

Dorton v. collins: arbitration clauses

Step Saver v. Wise: limited Warranty

28
Q

UCC 2-602(1): shrink wrap or Open Box agreements

A

A buyer accepts the terms when after an opportunity to inspect the goods and the terms, he fails to make an objection, he agrees to the terms.

29
Q

The knockout rule

A

When a buyer and seller have different terms in a contract, the terms knock each other out and they then with replace UCC Gap Fillers.

30
Q

What are gap-fillers?

A

Thy are terms provided by the UCC to settle disputes. They cover price, quality, quantity, delivery, and payment.

31
Q

2-204 conduct sufficient for a contract

A

A contract for sale of goods may be made in any manner sufficient to show agreement. This includes conduct by both parties which recognizes the existence of the agreement.
(2) moment of agreement doesn’t matter

32
Q

2-206 method of acceptance and rejection

A

Offeror is free to accept in anyway they deem fit (RSP) unless the offeror specifies a way to accept.
Rejection must also be done in a reasonable time period.

33
Q

UCC 2-204(c) Can a contract be created with open or uncertain terms?

A

Yes, even if some terms are left open a contract does not fail for indefiniteness. As long as the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

34
Q

What is the rule for UCC 2-207?

A

Destroys the mirror image rule. Allows for the battle of the forms when there are conflicting terms within a contract.

35
Q

What is the Last Shot rule?

A

A common law rule that applies with the mirror-image rule. Whoever sends the last form sets the terms of the contract.

36
Q

The premise of 2-207(1):

A

1) A response to an offer is an acceptance
2) A response to an offer with different terms is an acceptance
3) A response to an offer with additional terms is an acceptance.

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