Agreement (Ch 3) Flashcards
(1) of words or actions between parties is all courts have to decide on whether an agreement existed. Each party must act in a way as to (2).
- Manifestation2. lead the other party to reasponably believe an agreement has been reached
4 things in a contract that must be definite
- subject2. consideration (price)3. parties4. time
4 things that look like offers but may not be
- offer made in jest2. auctions (solicitations for bids)(exceptions, though!)3. negotiations4. price quotes (how much would you take?)
5 rules of an offer
- must be communicated to the person/persons to whom it is addressed (cannot take effect unless known by offeree–reward example)2. must indicate a desire to enter into a contract3. must be directed at some person or group of persons (defined or undefined)(ads are not offers!)4. must invite acceptance. Offeror can stipulate terms of acceptance (reaosnable, timely)5. must create reasonable understanding that upon acceptance, a contract will arise without further approval or action on the part of the offeror
acceptance
a manifestation of assent to the terms of the offer made in such a manner as invited or required by the offer
Acceptance can be implied based on (1), (2) or (3)
- behavior2. partial performance3. past dealings
Acceptance is the offeree’s (1) to the terms of the offer made in a manner (2) or (3) by the offeror. The (4) standard applies here, too! (ex: golf and hole-in-one = free car)
- manifesation of assent2. invited3. required4. objective standard (ORP person)
An add is NOT an (1)–it is an (2). This can change if the (3) is identified and if there are more (4).
- offer2. offer to negotiate3. offeree4. definite terms
An auction is not an (1)–it is a (2); UNLESS it is said to be “(3),” the auctioneed may withdraw the item at any time prior to (4). (5) can also be withdrawn.
- offer2. solicitation for bids3. without reserve4. bid-taking5. Bids
An offer can be accepted only by a person who (1) and (2). If a person does not know about an award but returns the dog anway, this does not constituted valid (3).
- knows about the offer2. intends to accept3. acceptance
An offer is a manifestation of a (1) to enter into an agreement–a (2)–made in such a manner so as to give reason for another person to understand that (3) to the agreemnent is (4) and, if given, will (5) the agreement.
- current willingness2. bargain3. approval4. invited5. conclude
An offer made in jest, even accepted by the offeree, is not an (1)
enforceable contract
An offer may be accepted only by a person in whom the (1) intended to create the (2). The offeror is the (3) of their offer and can prescribe the (4)
- offeror2. power of acceptance3. master4. method of acceptance
an offer, supported by consideration, may not be revoked at will
option
Are intents to contract in the future offers?
No. (e.g., letters of intent, negotiations)–offers must involve present willingness to enter into a bargain. Future intent does not imply readiness to be bound.
Are negotiations an offer?
No. Negotiations are the communication that you “will consider this price.” They are a statement of future intentions, whereas an offer requires present intent.
As soon as (1) is reached, there is a contract–even if no formal contract has yet been drawn. The two criteria for this are (2) and (3).
- mutual assent2. intent to enter into a bargain3. definiteness of terms
auction without reserve
offer to sell at auction cannot be revoked by seller even if the bids are disappointingly low
By common law, (1) is not possible, with a few exceptions. What are the exceptions?
- acceptance by silence 2. Quasi-contract, subjective intent to accept (record of month club), and unwanted merchandise sent to you
by operation of law
offer is terminated by events such as death of a party, illegality, passage of time, or by destruction of the subject matter
By the (1), acceptance must match the offer–the slightest deviation is a (2)! One thing that comes to mind is (3) because the computer is the agent in these transactions.
- mirror image rule2. counteroffer3. E-commerce
By the (1), in the absence of (2), acceptance occurs as soon as it is (3). For an email this would be as soon as the person (4).
- mailbox rule2. specification3. out of the offeree’s possession4. hits send
Conclusion of Raffles v. Wickenhouse (Oct./Dec. ship example)
No mutual assent, not meeting of the minds = not contract. Parties were not thinking the same thing.
counter-offer
a rejection of the original offer made by the substitution of a new offer made by the original offeree
Creating exceptions to the “acceptance by silence” rule is a (1) determination! One example is the cake class one, which held up because the person (2) while having an (3).
- subjective2. accepted the offer3. opportunity to reject it
Exception to “acceptance by silence” being invalid–silence when a service is (1). Person will be owed (2)–the amount it cost the person to do the service. Prevents (3). This is a (4), because it is not based on, for example, history, so it is not an implied contract.
- knowingly performed2. quantum meruit3. unjust enrichment4. quasi-contract
For a contract to be formed, the parties must have (1)
mutual assent
Is acceptance by silence valid acceptance?
At common law, it was invariably not. There are some exceptions, however, such as silence when a service is knowingly being done and the offeree does noting to stop it–will have to pay quantum meruit to avoid unjust enrichment–this becomes a quasi-contract. Exceptions are also subject to subjective determination–such as with book clubs.
Is an advertisement an offer?
No. An advertisement is an offer to “negotiate” because it is aimed generally. If the offeree is more clearly identified and terms are defined, it can become an offer that upon acceptance creates a contract.
Is an auction an offer?
No. It is a solicitation for bids. Unless the auction is said to be “without reserve,” the auctioneer may withdraw the item at any time prior to bid-taking. The bidder may also withdraw his bid at any time.
Is an offer in jest able to be accepted for an enforceable contract?
No. The offer does not indicate a desire to enter into a contract, and does not create reasonable understanding that upon acceptance, a contract will arise.
mailbox rule
at common law, acceptance of an offer occurs when dispatched by appropriate means
manifestation
an act, or actions, or a combination of words or actions. It is an outward expression. It is an act of showing or demonstrating something.
meeting of the minds
another term for mutual assent. Acknowledgment that ther parties are in agreement.
mirror image rule
in common law, the acceptance must be identical to the offer. Any deviation in language from the offer will result in a counteroffer
Negotiations are not (1)–they are (2). Offers, by contrast, must be (3).
- offers2. statements of future intentions3. present intent
Objective standard in contract law
Enforces apparent intention of the party and not necessarily real intention of the party
objective theory of contracts (objective standard)
theory used to determine if there was a meeting of the minds. Have the parties reached mutual assent? Would ORP person believe a contract was formed?
offer
The manifestation of a current willingness to enter into an agreement made in such manner as to give reason for another person to understand that their acceptance of the offer is invited and if given, will conclude the agreement
Offer + counteroffer + acceptance
negotiation
offeree respond to offer with an offer–may terminate original offer, depending on circumstances
counteroffer
Once (1), the contract forms, after which a lawsuit may follow a refusal to honor the contract.
- an offer is accepted
Once rejected (including by (1)), an offer cannot be reinstated by the (2). An offer is also cancelled by (3)–a contract must be in place (4) to be valid by, e.g., “estate”
- counteroffer2. offeree3. death of the offeror4. before death
option contract
A contract with a promise to keep an offer open for a stated period of time (survives death)
Parties must agree on which four major and essential terms to a contract?
- parties to the contract2. subject matter of the contract3. time for performance4. price (including quantity)
quantum meruit
“as much as is deserved”. An equitable theory for the measurement of damages to avoid unjust enrichment
quasi-contract
a contract that is not actually form but in fairness, the contracts will enforce to avoid unjuct enrichment
The conclusion of Leonard v. Pepsico (re: advertised Harrier jet)
offer made in jest; not reasonable
The first step to a contract–agreement–is a “(1)” or the “(2)”.
- meeting of the minds2. manifestation of mutual assent
The objective standard of courts in determining a contract agreement is the (1) and whether he would say mutual assent existed. Under this, the courts enforce (2)–not necessarily (3)–intent.
- Ordinary, Reasonable, Prudent person (ORP)2. apparent3. real
used to determine whether parties had “meeting of the minds, looks to what a reasonable person would believe, based on circumstances
objective standard
What are the three foundational building blocks of a contract?
- Offer 2. Acceptance 3.Consideration (if any of these are missing then there is no contract)
rejection
to decline the offer
implied contract
One that is not manifested by words but gathered by implications or actions. Contract formed without express statement of terms, by words or actions.
