Ch 12 Agreement Flashcards
Agreement
Parties agree on terms of contract and manifest to e other their mutual assent to the same bargain
Offer
Promise to do/not do something in the future
Requirements of the offer (3)
Serious intention, as determined by reasonable person in oversees position would conclude actions meant
Definiteness of terms
Offer must be communicated to offeree
Seriousness of offer (6)? Serious and objective test?
- Cannot be expressions of opinion, statement of future intent, prelim negotiations, invitation to bid, ads, auctions
- X anger, jest, or undue excitement
Agreements to agree and preliminary agreements
Enforceable if clear both parties intended to be bound
Binding if all essential terms agreed on and no disputed issues remain
Termination by parties (3)
Revocation, rejection, counteroffer
Revocation - how? (2)
Ok if communicated b4 accepted
- Express repudiation of offer
- Performance of acts inconsistent w existence of offer and made known to offeree
Rejection isn’t
Inquiring about “firmness”
Counteroffer
Rejection of original offer and make new offer
Mirror image rule
Offer must be accepted exactly with no modifications
Termination by operation of law (4)
Lapse of time (period specified in contract passed)
Destruction of specific subject matter - notice of destruction X necessary
Death or incompetence of the offeror/offeree
Supervening illegality of the proposed contract
Acceptance def
Voluntary act by offeree that shows assent to terms of offer; unequivocal and communicated to offeror
Provisions to include in online contracts (7)
Acceptance of terms, payment, return policy, disclaimer, limitation on remedies, privacy policy, dispute resolution
Dispute settlement provisions incl/ (2)
Forum selection clause, choice of law clause
3 types of online acceptances
Click-on agreements, shrink wrap agreements, partnering agreements
Partnering agreements
Buyer and seller who freq do business together agree in advance on terms and conditions that will apply in future
E-sign act
No contract, record, or signature denied legal effect b/c electronic
The UETA
Most states, signature X be denied legal effect b/c electronic
Regards to transactions
UETA v ESIGN
If state enacted uniform v of EUTA, X preempted by ESIGN
UETA and errors
To avoid effect of errors, party must promptly notify other of error and intent not to be bound by error. Must not benefit, or else cannot avoid a transaction
