Acceptance (offer and acceptance)

Question 1

What questions should you asked when you’re lost or confused?

Answer 1

1. Has an enforceable contract been formed?
2. Has the contract been performed (or, has performance been excused)?
3. What are the remedies for breach?

Question 2

What is the mnemonics for formation questions?

Answer 2

All Contracts Don’t Stink!

1. Acceptance (offer & acceptance)
2. Consideration
3. Defenses to formation
4. Statute of fraud

Question 3

What area of contracts does Common law govern?

Answer 3

Contracts for real estate or services.

Question 4

What area does the UCC govern?

Answer 4

Contracts that deals with Goods.

Question 5

What parties does the UCC governs?

Answer 5

All parties: merchants and non-merchants

Question 6

What’s the mixed contracts rule?

Answer 6

Rule #1: the all or nothing rule. Mixed contracts must fall into one class or the other.

Exception: Divisible contracts- if the contract is divided into two mini-contracts.

Rule #2: The Predominate purpose rude. Does a good or a service play a bigger role?

Question 7

Has an enforceable contract even formed- what are the four big topics within this question?

Answer 7

1) Agreement (offer &; acceptance)
2) Consideration (and related theories for when you have to keep your promises)
3) Defenses to formation
4) Statute of Frauds

“All Contract Don’t Stink”

Question 8

What is an Offer?

Answer 8

An offer is a outward manifestation of a willingness to enter into an agreement that creates a power of acceptance.

Question 9

How specific must the offer be at common law?

Answer 9

All essential terms: parties, subject, price, and quantity.

Question 10

How specific must the offer be at UCC?

Answer 10

Parties, Subject, and Quantity.

Question 11

How can the offer terminate?

Six ways

Answer 11

1. The Offeror revokes the offer by express communication to the offeree.
2. The offeree learns that the offeror has taken an action that is absolutely inconsistent with a continuing ability to contract. (Constructive Revocation)
3. The Offeree rejects the offer.
4. The Offeree makes a counteroffer.
5. The Offeror dies.
6. A reasonable amount of time passes (Lapse)

Question 12

When is a offer irrevocable?

Four ways

Answer 12

1) Options
2) Firm Offer
3) Offeree has started performance
4) Detrimental Reliance

Question 13

What is an Option Contract?

Answer 13

Common Law- must have consideration to hold the offer open for a stated amount of time.

Question 14

What is required for a Firm Offer?

Answer 14

UCC Firm Offer must be

1) written
2) contain an explicit promise not to revoke, and

3) be signed by the Offeror.

Last either as long as stated in the Offer or for a reasonable time period not to exceed 90 days.

No consideration need.
Need to be a Merchant buying or selling.

Question 15

What type of contract can’t be revoked after performance started?

Answer 15

Unilateral contract.

This arises from a promise that requests acceptance by an action of the promisee.

Question 16

When is detrimental reliance offer irrevocable?

Answer 16

An offer cannot revoked if the Offeree reasonably and detrimentally relies on the offer in a foreseeable manner.

Look for a general contractor/subcontractor liability

Question 17

What is Acceptance

Answer 17

An acceptance is a manifestation of a willingness to enter into the agreement by the Offeree.

Governed by the Objective Test.

Question 18

What are the 6 rules of acceptance?

Answer 18

1. The offer must be specifically director the person trying to accept it.
2. Even with an open-to-all offer, you must know about that offer in order to accept it.
3. You must communicate your acceptance to the other party in order for it to become effective.
4. Mailbox rule
5. Acceptance without communication (by silence)
6. Implied-in-facts contract

Question 19

What is the mailbox rule?

Answer 19

An acceptance sent by mail is valid when the letter is sent.

Question 20

When doesn’t the mailbox rule apply?

Answer 20

1. If the Offeree sends something else first (revocations, rejections)
2. To other types of communication (rejections, rejections).
3. To options contracts.
4. It is unclear whether this applies to other media (fax, e-mail, etc.)

Question 21

When does acceptance without communication apply?

Answer 21

1. Unilateral rewards offers or contest
2. Unilateral offers in which the parties are geographically close.
3. A past history of silence as acceptance.
4. The Offeror says that acceptance must come via silence, and the Offeree intends to accept the offer by silence.

Question 22

What is a implied-in-fact Contract?

Answer 22

You can communicate an acceptance without writing or speaking.

This communication can be by gestures or actions.

Question 23

What rule governs acceptance at the common law?

Answer 23

The Mirror Image Rule

The terms in the acceptance must match the terms of the offer exactly-or it is not an acceptance but a counteroffer.

Treat conditional acceptance as just another form of counteroffer. (Look for words like “if,” “only if,” “on the condition that,” “but,”etc.)

Question 24

What rule does the UCC follow for accepting the offer?

Answer 24

Rule 2-207

A purported acceptance that doesn’t match the terms of the offer exactly can still count as a legal acceptance.

Question 25

When will a new term control the agreement?

Answer 25

1. Both parties are merchants;
2. The new term does not materially alter the deal;
3. The initial offer did not expressly limit acceptance to its terms; and
4. The Offeror does not object within a reasonable time to the new term.

Question 26

What happens if there isn’t a real contract but the parties still act as if there is an agreement? ( for sales)

Answer 26

If there is not a real contract but the parties still act as if there is an agreement, only the terms that both writings agree on become part of the contract, with other terms supplied by the UCC acting as default rules.

Question 27

What happens when the seller sends the wrong goods?

Answer 27

The UCC treats this as an acceptance plus a breach.

Question 28

What is a UCC counteroffer?

Answer 28

If the seller seasonably notifies the buyer that the wrong goods are being shipped as an ACCOMMODATION, the no acceptance occurs and you have a counteroffer.

Question 29

What is an auction contract?

Answer 29

• Each individual bid should be understood as an offer.

* acceptance occurs with the fall of the hammer.

Question 30

What happens if someone bids exactly when the hammer falls?

Answer 30

Auctioneer has discretion to:

1. Reopen the bidding or
2. Declare the bidding is final

Question 31

What is a No Reserve auction?

Answer 31

The seller cannot withdraw the item after a bid has been received.

Question 32

Can a bidder retract their offer?

Answer 32

Yes, as long as the auction is not finished.