Acceptance Flashcards
Acceptance
A manifestation of assent to the terms of an offer
Who may accept?
- generally only the person to whom the offer was made
- if she is a member of a class to which an offer was directed she can accept
Assignment of power to acceptq
Generally the power of acceptance is non-assignable, but if the offeree has paid consideration to keep an offer open (an option) then the right to accept is transferable
Knowledge of Offer
The offeree must know there is an offer in order to accept. This is both true for bilateral and unilateral contracts
Acceptance of Offer for Unilateral K
If an offer provides that it may be accepted only by performance than the offer is not accepted until performance is complete. The beginning of such performance may create an option so that the offer is irrevokable. Consequently, the offeree is not obligated to complete performance because acceptance doesn’t occur until completion.
Notice of Acceptence of Offer for Unilateral K
Notice is not required that he has begun performance, but must notiffy within reasonable time after perfromance has been completed.
No notice is required if:
- offeror waived notice
- or the offerree’s performance would normally have come to the offeror’s attention within a reasonable time
Acceptence of offer for bilateral K
May be accepted either by promise to perform or beginning performance.
Unless provided otherwise, an offer is construed as inviting acceptence in any reasonable manner. Any objective manifestation of a counterpromise is sufficient
Acceptence must be communicated; however Silence can be acceptence considering the following:
- prior dealings
- trade practice
- commercially reasonable to consider silence as acceptance
- if the receipient of the services knew or should have known that compensation was expected
Accepting a Bilateral K for Goods for current or promt shipment - art 2
offer to buy goods for current or prompt shipment is construed as inviting acceptence eithe by a promise to ship or by current or prompt shipmentof conforming or nonconforming goods
Acceptance under Art 2
May be accepted by either a promise to ship or by shipment.
Battle of the forms provision (mirror image not required) - differing or additional terms provided does not constitute a rejection or counteroffer. Rather, its effective as an acceptence, unless the acceptence is expressly made conditional on assent to the additional/differing terms.
Acceptence of Shipments of non-conforming goods
The shipment of nonconforming goods is an acceptence coupled with a breach unless the seller seasonably notifies the buyer that the shipment of nonconforming goods is offered only as an accomodation.
The buyer is not required to accept the accomodation and may reject them. If he does, the shipper is not in breach and may reclaim the accomodation of goods
Differing terms included in K between merchant and non-merchant?
Terms of offer govern
The additional/different term is considered to be a mere proposal that does not become a part of the K unless the offeror agrees
Additional & differing terms included in K between merchants
Additional terms in the acceptence will be included unless:
- materially alter the original terms
- the offer expressly limits acceptance to the terms of the offer; or
- the offeror has already objected to the particular terms within a reasonable time
Different terms may or may not be included
Merchant’s confirmatory memo
Treat as battle of forms
Conditional Acceptence
When an acceptence is mad expressly conditional on the acceptence of new terms, its a rejection.
If a party ships or accepts the goods after a conditional acceptence aK is formed by conduct
Uncertain moment of mutual assent under UCC
If timing of mutual assent is uncertain, the UCC considers it a binding K
