Acceptances

Question 1

what is an acceptance?

Answer 1

a manifestation of assent to the terms of an offer

Question 2

what controls the acceptance?

Answer 2

the language of the offer

Question 3

generally, who has the power to accept an offer?

Answer 3

only the person to whom the offer is addressed OR a member of a class to which an offer has been directed

Question 4

generally, can the power of acceptance be assigned/transferred?

Answer 4

no (with one exception)

Question 5

under what circumstance can the power of acceptance be transferred?

Answer 5

where the offeree paid consideration to keep the offer open (option Ks)

Question 6

how may a bilateral contract be accepted (if no specific provision)?

Answer 6

may be accepted either by a promise to perform or by the beginning of performance (any reasonable manner)
**TLDR = any objective manifestation of the offeree’s counterpromise is enough

Question 7

generally, will silence be treated as an acceptance?

Answer 7

no

Question 8

must the offeree know of the offer in order to accept it?

Answer 8

YES

Question 9

in addition to a manifestaton of counterpromise or begininning performance, what other 2 things are required for a valid acceptance of a bilateral contract?

Answer 9

1) acceptance must be communicated to the offeror
2) acceptance must be unequivocal (mirror image rule)

Question 10

what is the mirror image rule?

Answer 10

(common law)
any different or additional terms in the acceptance make the response a rejection and counteroffer

Question 11

how must an offeree accept a unilateral contract?

Answer 11

only by complete performance

Question 12

in what 2 situations can silence be treated as a communicated acceptance?

Answer 12

1) reasonable due to prior dealings, and
2) recipient knows/should’ve known services rendered with expectation of payment (and could’ve prevented mistake) but fail to speak

Question 13

under UCC, in what 2 ways may an offeree accept an offer to buy goods for current/prompt shipment?

Answer 13

either by…
1) a promise to ship
2) current or prompt shipment of conforming AND nonconforming goods

Question 14

when is the offeree of a unilateral contract required to give notice to the offeror?

Answer 14

within a reasonable time after completion of performance (no duty to notify when they start performance)

Question 15

when is an offeree of a unilateral K NOT required to give the offeror notice of completion of performance? (2 options)

Answer 15

1) offeror waived notice
2) offeree’s performance would normally come to the offeror’s attention within a reasonable time

Question 16

under article 2, what is a shipment of nonconforming goods treated as? (2 things)

Answer 16

1) an acceptance creating a bilateral contract, and
2) breach of that contract

Question 17

when is shipment of NONconforming goods NOT considered an acceptance or breach of K?

Answer 17

only when the seller seasonably notifies the buyer that a shipment of nonconforming goods is offered ONLY as an accommodation

Question 18

is a buyer required to accept accommodation goods?

Answer 18

NO

Question 19

if the buyer does not accept accommodation goods, what happens?

Answer 19

shipper may reclaim the accommodation goods and is NOT in breach (because the goods do not equal an acceptance to the original offer)

Question 20

when does the accommodation shipment rule apply?

Answer 20

only when SHIPMENT is the form of acceptance
**NOTE = if the PROMISE to ship was the form of acceptance, a subsequent “accommodation” WILL be a breach!

Question 21

is the mirror image rule required for article 2 sales of goods?

Answer 21

NO

Question 22

what is the battle of the forms provision? (article 2)

Answer 22

inclusion of different/additional terms in acceptance by offeree does NOT constitute a rejection/counteroffer; rather, its effective as acceptance UNLESS the acceptance is EXPRESSLY made CONDITIONAL on assent to the different/additional terms

Question 23

under the UCC, when will additional terms be INCLUDED in the contract? (3 elements)

Answer 23

only if…
1) both parties are merchants, and
2) terms added do NOT materially change the K, and
3) offeror does NOT object within a reasonable time

Question 24

if either party to an article 2 K is NOT a merchant, what are additional/different terms treated as?

Answer 24

mere proposals to modify the K (will only become a part of the K if the offeror EXPRESSLY agrees)

Question 25

what is the knockout rule? (UCC)

Answer 25

CONFLICTING terms in the offer and acceptance are knocked out of the K (and gaps left by the knockout are filled by UCC gap fillers)
**NOTE = some courts will treat different/conflicting terms like additional terms! (watch out)

Question 26

under the UCC, what is a “material change”? (additional terms)

Answer 26

change that likely causes hardship or surprise

Question 26

is industry custom a material change? (UCC additional terms)

Answer 26

NO

Question 27

what is the effect of differences in price, quantity, or quality terms in a UCC K?

Answer 27

likely indicate there was NO meeting of the minds (no contract)

Question 28

is a merchant’s confirmatory memo subject to the battle of the forms?

Answer 28

yes (even if there’s already a K in place)

Question 29

will UCC presume a binding K when the moment of offer/acceptance is uncertain?

Answer 29

YES so long as the parties act as though they have a K

Question 30

when is an acceptance by mail effective? (mailbox rule)

Answer 30

upon the moment of DISPATCH (so long as its properly addressed and stamped)

Question 31

what are the exceptions to the mailbox rule? (4)

Answer 31

1) offer stipulates its not accepted until received
2) an option K is involved (effective on receipt)
3) when an offeree sends a rejection and THEN an acceptance (whichever arrives first wins)
4) when an offeree sends an acceptance THEN a rejection BUT the rejection arrives FIRST and the offeror detrimentally relies on it

Question 32

when will an acceptance by unauthorized or improper means still be effective?

Answer 32

if it is actually received by the offeror while the offer is STILL in existence