Acceptance Flashcards
Acceptance
A manifestation to the terms made by the offeree in a manner invited or required by the offeror.
UCC 2-206 (1) Acceptance
Unless otherwise unambiguously indicated by language or circumstances, an offer to make a K shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
Mailbox Rule
Communications are legally effective when received, except for acceptances, which are effective when mailed. Option K will waive the MB Rule
Acceptance by Promise
Requires that notice be given to the offeror of acceptance.
By Performance
Does not require notice to offeror unless expressly stated.
By Silence
Silence and inaction operate as acceptance only if 1) the offeree has reason to know that silence or inaction will operate as acceptance and the offeree intends to accept by remaining silent; 2) where based on previous dealings, the offeree knows he must communicate to the offeror he does not intend to accept; 3) where the offeree takes the benefit with reasonable time to reject and knows they were offered with the expectation of compensation.
Counter Offer
Operates as rejection and simultaneous new offer.
Mirror Image Rule
an acceptance must be coextensive with the offer and may not introduce any additional terms, if so, it is a counter offer or conditional acceptance and operates as a rejection. The modern trend is that only material differences have this effect.
Battle of the Forms UCC 2-207
a definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time, operates as an acceptance even though it states additional or different terms from the original offer, unless the acceptance is conditioned upon those terms. Additional terms are to be construed as proposals for addition to the K. Such terms will be added to the K unless 1) the offer expressly limits the acceptance to the terms of the offer; 2) they materially alter it; 3) notification of objection has already been given or is given within a reasonable time. Also, conduct by both parties which recognizes the existence of a K is sufficient to establish a K for sale although the writings of the parties do not establish a K. I such case, the terms of the proposed K consist of those terms on which the writings of the parties agree. (knock out rule). If either party is not a merchant, then the additional terms are not part of the agreement.
Click Wrap Agreement
if the agreement gives the consumer reasonable notice f its terms and the consumer affirmatively manifests assent to those terms, he is bound by them.
Misunderstanding
There is no manifestation of assent if the parties attach materially different meanings to their acceptance and neither party knows of the other party’s meaning.
Indefiniteness
even though a manifestation of intention is understood as an offer, it cannot be accepted so as to form a K unless the terms are reasonably certain.
UCC Gap Fillers 2-204(3)
Even though one or more terms are left open, a K will not fail for indefiniteness if the parties have intended to make a K and there is a reasonably certain basis for an appropriate remedy. Quantity may not be gap filled unless it is measured by output or requirements which require good faith and are not unreasonably disproportionate to previous tendered output or requirements.
