Chapter 12: Agreement

Question 1

What are the two parts of an Agreement?

Answer 1

Offer and Acceptance

Question 2

What are the three elements for and offer to be effective?

Answer 2

1. Offeror must have serious intention to be bound. (using objective theory of contracts)
2. Terms must be reasonably certain
3. It must be communicated to the Offeree.

Question 3

What is the serious and objective intent test?

Answer 3

a test which excludes offers made inobvious anger, jest, or undue excitement.

Question 4

Situations where intent may lack:

Answer 4

Statements of opinion, of future intent, preliminary negotiations, invitations to bid, advertisements, and live online auctions.

Question 5

What are the 4 terms of offer definiteness?

Answer 5

1. Identification of the parties
2. the Object or Subject Matter
3. the Consideration to be paid
4. Details: Time, payment, delivery, and performance.

Question 6

How can the offer be terminated?

Answer 6

By action of the party, or an operation of law.

Question 7

Termination by action of the party:

Answer 7

Revocation by offeror, rejection of the offer by the offeree, or a counteroffer.

Question 8

Termination by operation of law:

Answer 8

Lapse of time, Destruction of the subject matter, Death, or Supervening Illegality of the proposed contract.

Question 9

Acceptance must ___

Answer 9

Be a voluntary act

by the offeree that

shows assent

To the terms of an offer.

(and unequivocal acceptance)

Question 10

Unequivocal acceptance:

Answer 10

you accept the offer as it is - with no changes or modifications. (aka. the Mirror Image Rule)

Question 11

True or False: Both a Bilateral Contract and a Unilateral Contract requires communications

Answer 11

False: Only a Bilateral Contract requires communications. Performance by the Offeree is the form of acceptance.

Question 12

The Mailbox Rule:

Answer 12

acceptance becomes effective on dispatch providing that the Offeree accepts via the mode expressly or impliedly authorized by the offer.

Question 13

Exceptions to the Mailbox Rule:

Answer 13

1. If it was not properly dispatched by the Offeree
2. If the offeror specifies that the acceptance will not be effective until it is received.
3. If acceptance is sent after rejection, whichever is received first is given effect.

Question 14

When is a substitute method of acceptance OK?

Answer 14

Effective if the substitute serves the same purpose (ex. FedEx versus UPS)

Question 15

What are the minimum requirements or general minimal Provisions in E-Contracts?

Answer 15

1. Acceptance (Click Box)
2. Method of Payment
3. Seller’s Refund and Return Policies
4. Disclaimers of Liability
5. Limitation on remedies
6. Privacy Policy
7. Dispute Settlement Provisions

Question 16

True/False: You must read all the terms and conditions in the online agreement?

Answer 16

False: However, the law assumes that you have read all the terms and conditions and may enforce those regardless of whether you have actually read the terms and conditions.

Question 17

What is included in the Dispute Settlement Provisions?

Answer 17

the Choice of Law clause and the Forum-Selection Clause. Also, whether it could be subject to arbitration.

Question 18

Shrink-Wrap Terms

Answer 18

Where the Contract terms are inside the box, and you accept by keeping the item.

A contract between the manufacturer and buyer rather than the seller and buyer.

Question 19

Browse-Wrap Terms

Answer 19

where the downloader doesn’t have to actually accept to the terms before use.

In this case, there is no offer or acceptance. However, it can be argued that it is binding if the terms are readily available.

Question 20

Partnering Agreements:

Answer 20

where two companies who regularly do business with each other agree to terms applicable to future transactions.

Question 21

E-SIGN

Answer 21

the federal statute which recognizes the validity of electronic contracts, records, and signatures.

(a fallback for where a state statute does not exist)

Question 22

UETA
uniform electronic transaction act

Answer 22

a uniform law which recognizes the validity of electronic contracts, records, and signatures. However, both parties must consent to the use of electronic signatures. Also, not applicable where a formal contract exists (must be in writing on paper)

Question 23

E-Mailbox Rules

Answer 23

Similar to the normal “Mailbox Rule”

when the document is sent and leaves the control of the sender and is properly directed to the recipient, then it is accepted.