Acceptances Flashcards
what is an acceptance?
a manifestation of assent to the terms of an offer
what controls the acceptance?
the language of the offer
generally, who has the power to accept an offer?
only the person to whom the offer is addressed OR a member of a class to which an offer has been directed
generally, can the power of acceptance be assigned/transferred?
no (with one exception)
under what circumstance can the power of acceptance be transferred?
where the offeree paid consideration to keep the offer open (option Ks)
how may a bilateral contract be accepted (if no specific provision)?
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
generally, will silence be treated as an acceptance?
no
must the offeree know of the offer in order to accept it?
YES
in addition to a manifestaton of counterpromise or begininning performance, what other 2 things are required for a valid acceptance of a bilateral contract?
1) acceptance must be communicated to the offeror
2) acceptance must be unequivocal (mirror image rule)
what is the mirror image rule?
(common law)
any different or additional terms in the acceptance make the response a rejection and counteroffer
how must an offeree accept a unilateral contract?
only by complete performance
in what 2 situations can silence be treated as a communicated acceptance?
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
under UCC, in what 2 ways may an offeree accept an offer to buy goods for current/prompt shipment?
either by…
1) a promise to ship
2) current or prompt shipment of conforming AND nonconforming goods
when is the offeree of a unilateral contract required to give notice to the offeror?
within a reasonable time after completion of performance (no duty to notify when they start performance)
when is an offeree of a unilateral K NOT required to give the offeror notice of completion of performance? (2 options)
1) offeror waived notice
2) offeree’s performance would normally come to the offeror’s attention within a reasonable time
under article 2, what is a shipment of nonconforming goods treated as? (2 things)
1) an acceptance creating a bilateral contract, and
2) breach of that contract
when is shipment of NONconforming goods NOT considered an acceptance or breach of K?
only when the seller seasonably notifies the buyer that a shipment of nonconforming goods is offered ONLY as an accommodation
is a buyer required to accept accommodation goods?
NO
if the buyer does not accept accommodation goods, what happens?
shipper may reclaim the accommodation goods and is NOT in breach (because the goods do not equal an acceptance to the original offer)
when does the accommodation shipment rule apply?
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!
is the mirror image rule required for article 2 sales of goods?
NO
what is the battle of the forms provision? (article 2)
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
under the UCC, when will additional terms be INCLUDED in the contract? (3 elements)
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
if either party to an article 2 K is NOT a merchant, what are additional/different terms treated as?
mere proposals to modify the K (will only become a part of the K if the offeror EXPRESSLY agrees)
