Chapter 10- Mutual Assent

Question 0

Essentials of an offer

Answer 0

1) communicated as intended
2) manifest intent to enter into a binding contract
3) definite and certain

Question 1

Offer

Answer 1

The intent of the parties to be bound to a contract is determined by an objective standard. What whatever reasonable person do? In order for an offer to be valid all essentials must be present.

Question 2

Communicated As Intended

Answer 2

a manner intended by offeror
As authorized by offeror
Usually in words, unless there is an established course of dealing between the parties.

Question 3

2. Manifest Intent to enter into a binding contract

Answer 3

Determined objectively from the words or conducts of the parties

NOT:

• Jokes
• Excited Utterances
• Prelimary Negotiations
• Auctions
• General Advertisements

Question 4

3. Definite and Certain

Answer 4

Must have

1) Clear subject matter
2) distinct parties
3) clear quanities
4) clear price

Question 5

UCC Rule

Answer 5

Quanities are REQUIRED. But other missing factors such as price can be understood through a course of dealing
- may be considered even if vague
-must have remedy
Special Cases: Output Contracts, Requirement Contracts

Question 6

Duration of Offer

Answer 6

An offer is valid until offeree accepts or offer is terminated

Question 7

How are Offers Terminated?

Answer 7

1) Lapse of time
2) Revocation
3) Rejection
4) Counteroffer
5) Death or incompetency
6) Destruction of subject matter
7) subsequent illegality of the type of contract

Question 8

1) Lapse of time

Answer 8

Unless specific the offer is open for a reasonable amount of time. 3 months

Question 9

2) Revocation

Answer 9

The offeror May cancel or revoke an offer at any time prior to its acceptance. If the offer or originally promises that the offer will be open for 30 days but wants to terminate after five days they may do so prior to acceptance by notification to the offeree.

Question 10

3 limitations to revocation.

Answer 10

1) Option Contract: a contract where the offeror is bound to hold open the contract. but it must comply with all the requirements of a contract ( including Consideration)
2) Firm Offer Under the code: the code, provides that a merchant must keep the offer open for stated period (not more than 3 months.) Must be in signed writing. Merchant is a person who 1) is a dealer in a type of goods, 2) Has skills/knowledge in goods, 3) employs angent/ broker who has skill.
3) CISG Rule for Irrevocable Offers: any promise is good enough to make an offer irrevocable.

Question 11

4) Rejection

Answer 11

Oferee has right to accept/reject formally or wait until lapse of time.
Once rejected cannot re-accept
A communicated rejection terminates the power of acceptance.
From the moment the offeror RECEIVES the rejection the offeree may no longer accept.

Question 12

5) Counter-Offer

Answer 12

=Rejection+New Offer

Question 13

6) Death or incompetence (of either party)

Answer 13

Does not include Option Contracts

Question 14

7) Destruction of Subject Matter

Answer 14

Sell car, signs contract, before delivery car explodes, contract is void

Question 15

8) Subsequent Illegality

Answer 15

If the subject of the contract is illegal: contract is discharged

Question 16

Acceptance

Answer 16

Must be communicated, Unless:

1) Unilateral Contract
2) Parties agree, acceptance will be silent

Question 17

Silence as Acceptance

Answer 17

• General Rule, Silence IS NOT A valid form of acceptance
  Unless
  1) causes harm or damage
  2) Merchandise example..

Question 18

Effective Moment

Answer 18

Rejection, Counteroffer, & Revocation are accepted UPON RECEIVED
An acceptance is effective upon dispatch, unless indicated by the original offer ( form of dispatch/ specifies acceptance ineffective until received.), or an acceptance following a previous rejection

Question 19

Variant Acceptance

Answer 19

Acceptance that has been modified.
Any acceptance that has been modified is ineffective, and in fact the counter offer. Therefore is not a valid acceptance and does not create a contract.

Question 20

Exceptions to the mirror image rule.

Answer 20

The code modified the mirror image rule, if both parties are merchants, the One merchant says to the other an offer and the offeree excepts however adds to it then the contract may be valid, as deemed by the courts.

Question 21

Battle Of the Forms

Answer 21

The code attempts to alleviate the mirror image rule by focusing on the intent of the parties. As long as the merchant did not expressively state that there conditions are conditional upon acceptance of their terms, then a contract is formed