CHAPTER 9 exam 3 Flashcards
mutual understanding or meeting of the minds between two or more individuals regarding the terms of a contract
agreement
agreement is evidence by two events:
offer and an acceptance
a promise or commitment to perform or refrain from performing some specified act in the future
offer
party making an offer is called
offeror
party to whom the offer is made is called the
offeree
there are three elements necessary for an offer to be effective
- there must be serious, objective intention by the offeror
- terms of the offer must be reasonably certain, or definite, so that the parties and the court can ascertain the terms of the contract
- the offer must be communicated to the offeree
a request or invitation to negotiate is not an offer. It only expresses a willingness to discuss the possibility of entering into contract
preliminary negotiations
price lists are another form of invitation to ____ or ____. a sellers price list is not an offer to sell at that price
negotiate or trade
Courts are more often saying that if two parties agree on all the important stuff and there are no arguments left to settle, even if it’s just a preliminary agreement, it counts as a real contract.
preliminary agreements
a contract must include the following terms:
- identification of parties
- idenfitication of the object or subject matter of the contract including the work needed to be performed, with specific identification of such items as goods, services, and land
- consideration to be paid
- the time of payment, delivery, or perfromance
an offer can be terminated by action of the parties in any of the three ways
revocation, rejection, or by counteroffer
the withdrawal of a contract offer by the offeror
revocation
revocation may be done by the following:
- express repudiation of the offer “ i withdraw my previous offer of oct 17
- performance of acts that are inconsistent with the existence of the offer and are made know to the offeree (f someone does something that shows they don’t want to keep the offer open anymore)
another form of ireevocable offer is
an option contract
created when an offeror promises to hold an offer open for a specified period of time in return for a payment given by the offeree
option contract
revocation and rejection is only effective when it is recieved by the
offeror or the offeror’s agent
rejection of original offer and the simultaneous making of a new offer
counteroffer
requires the terms of the offeree’s acceptance adhere exactly to the terms of the offeror’s offer for a valid contract to be formed
mirror image rule
power of the offeree to transform the offer into a binding, legal obligation can be terminated by operation of law through the occurrence of:
- lapse of time
- destruction of the specific subject matter of the offer
- death or incompetence of the offeror or offeree
- supervening illegality of the proposed contract
a statue or court decision that makes an offer illegal automatically terminates the offer
supervening illegality
voluntary act by the offeree that shows assent or agreement to the terms of an offer
acceptance
the time the offeree sends or delievers the acceptance via the mode of communication expressly authorized by the offeror
mailbox rule(deposited acceptance rule)
at a minimum, an online offer should include the following:
- acceptance of terms
- payment
- return policy
- disclaimer
- limitation on remedies
- privacy policy
- dispute resolution
many contracts are formed online, electronic contracts or e-contracts must meet the same basic requirements:
agreement, consideration, contractualcapacity, and legality
a clause that clearly indicates what constitutes the buyers agreement to the terms of the offer, such as a box containing the words “ i accept” that the buyer can click on
acceptance of terms
a provision specifying how payment for the goods must be made
payment
a statement of the sellers refund and return policies
return policy
disclaimer of liability for certain uses of the goods.
disclaimer
provision specifying the remedies available to the buyer if the goods are found to be defective or if the contract is otherwise breached
limitation on remedies
statement indicating how the seller will use the info gathered about the buyer
privacy policy
provisions relating to dispute settlement, such as an abritration clause
dispute resolution
indicating the forum, or location for such court or jurisdiction, for the resolution of any dispute arising under the contract
forum-selection clause
specifying that any dispute arising out of the contract will be settled in accordance with the law of a particular jurisdiction
choice-of-law clause
a collection of common law contract principals, states where parties may agree to a contract by written or spoke words or by other action or failure to act”
restatement of contracts
an agreement occurs when an online buyer clicks “ i agree”
click-on agreement
An agreement whose terms are expressed inside a box in which goods are packaged
shrink-wrap agreement
an online buyer downloads a product but that the buyer does not have to agree to before installing or using the product
browse-wrap terms
an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record
e-signature
a seller or buyer who frequently do business with each other agree in advance on the terms and conditions that will apply to all transactions conducted electronically
partnering agreement
primary purpose is to remove barriers to e-commerce by giving the same legal effect to electronic records and signatures as is given to paper docs and signatures
Uniform electornic transactions act (UETA)
info that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in visual form
record
interaction between two or more parties relating to business, commercial or governmental activiites
transaction
the UETA will not apply to a transaction unless
each of the parties has previously agreed to conduct transactions by electronic means
