Class 2 - Acceptance

Question 1

Like offers, acceptance has a ___ standard

Answer 1

Objective

Question 2

Acceptance by performance (unilateral contracts) require

Answer 2

that at least part of what the offeror requests be performed, and includes a acceptance as performance which operates ass a return promise

Question 3

Acceptance by promise (bilateral contracts) requires that

Answer 3

requires that the offfereee complete EVERY act essential to the making of the promise

Question 4

Define Goods

Answer 4

means all things whichare movable at the ime of identification to te contract of sale. Beard Implement Co is a sale of goods becsaasue combines are movable equipment

Question 5

What are the 3 effects of the power of acceptance?

Answer 5

• Results in the mutual assent which is the last step in forming a contract
• Acceptance freezes the terms of the arrangement, negicaition is over
• Any proposed change would require new mutual assent

Question 6

What are the 3 UCC rules which allow a judge to determine what a customary mode of acceptance is?

Answer 6

1. Course of Performance – UCC 2-208 – How have the parites behaved under thi pecific contract? Is the mode of communicating acceptance reasonable under these circumstnaces?
2. Course of Dealing – UCC 1-205 – How have these parties behaved within previus contaracts? Is that mode of communication reasonvle under the circumstnacess?
3. Usage of Trade – UCC 1-205 – if neither of the above work, what is customary witin the genral trade/profession that this contract is in?

Question 7

If no explicit mode of acceptance is stated in the offer, how should the promisee accept?

Answer 7

By whatever means is reasonable/customary

Question 8

When an offeree fails to respond to an offer, silence can be taken to mean acceptance in the following 3 scenarios

Answer 8

1. There an offeree takes the benefit of offered servies with reasonable opportunity to reject them, and reason to know they were offered with expectioan of compensation
2. Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction AND the offeree in remaining silent intends to accept the offer
3. Where becaasue of previus dealings or otherize, it is reaosnslve that the offeree should notify the offeror when they do not intend to accept

Question 9

What is Dominion?

Answer 9

An offeree who does any act inconsistent with the offeror’s ownership of offered property is BOUND in accordance with the offered term unless they are manifestly unreasonable. But, if the act iss wrongful as against the offeror, it is an acceptance only if ratified by them

Question 10

These 5 things will terminate acceptance

Answer 10

1. Revocation
2. Lapse of Time
3. Rejection or Counteroffer
4. Death or Incapacity
5. Non-occurance of a condition

Question 11

What are the 2 kinds of revocation?

Answer 11

1. Direct Revocation – Offeror directly revikes the offer, which iss directly communicated to the Offeree
2. Indirect Revocation – Offeree leanrs from a third party that the Offeror has done something insconsistent with the offer, and that the third party is a reliable source

Question 12

What if the Offeror of a Unilateral Contract revokes the offer after the offeree hass begun partial performace?

Answer 12

• Traditioanal approach – the requested forfromance must be finished for the over to be irrevocable
• Modern Approach – Once the offeree begin the performace, the Offeror cannot revoke the offer until the Offeree hass had a reassoanble length of time to complete performace

Question 13

What is an Option contract?

Answer 13

A type of irrevocable offer

Question 14

What is an implied option contract?

Answer 14

`Part Perfromacne rule – implied option contract form the circumstances

Question 15

What is an express option contract?

Answer 15

A promse to keep an offer open that is paied for
In either case, the Offer cannot be revoked: Implied, until reasonable opportunity expries,

Question 16

According to the UCC, these 5 elements must be present for an option contract to exist

Answer 16

1. And offer to buy or ell goods
2. By a Merchant (person who deals in that type of goods)
3. In singed writing (have a personal impression by the offeror within some tangible form sich as paper email and so on)
4. Which gives assurences (ex. This offer will be open for the next week)
5. It is irrevocable for the time peropd states, or a reasonable time, but no longer than 3 months

Question 17

What iss the maximum length an option can be held open under the UCC?

Answer 17

3 months

Question 18

In written contracts, if no stated window of time is given, an offer expires…

Answer 18

within a reasonable amount of time

Question 19

In oral arrangements, an offer is presumed to lapse when…

Answer 19

the conversation ends

Question 20

These are the 2 exceptions to the rule that rejections terminates an offer

Answer 20

• Excepction 1 – When the Offer is kept open by an option Contract (unless the Offeror relies upon the rejection)
• Excepction 2 – Unles Offeror hass manifested a contrary intenion (Offeror ssays “My offer remains open dispite your rejection”, or, unless Offeree has manifested an intention to take it under advisement (Offeree says “I’ll consider your offer”)

Question 21

Death has these effects upon offers, contracts, and option contracts respectivly

Answer 21

• Death DOES terminate an offer
• Death DOES NOT terminate a contract
• Death DOES NOT terminate an option contract

Question 22

Does the UCC follow the common law mirror image rule?

Answer 22

No. Acceptane does not need to look exactly like the offer in its terms and conditions under the UCC

Question 23

Under the UCC, acceptance that is different in terms from the offer will be binding unless

Answer 23

unless acceptance is made condition on assent to the additional or different terms
- 2. The Additional terms are to be considered as proposals for the addition to the contract. BETWEEN MERCHANTS these modified terms become part of the contract unless:
o The offer expressly limits acceptance of the terms to the original offer
o The modifications MATERIALLY ALTER the offer
o Notification of objection to them hass ALREADY BEEN GIVEN or it is given WITIN A REASONABLE TIME after notice of the modifications has been recived

Question 24

If everyday Joe accepts an offer from Apple in a way that does not mirror the offer, is it valid?

Answer 24

No. The UCC rules do not apply unless both parties are merchants

Question 25

If parties have acted as though a contracts exists, but cannot agree on what its terms are, the court will determine…

Answer 25

, the terms of the contract at place consist of the terms which both parties have agreed to, together with any supplementary terms infoperated

Question 26

the 2 most important parts of a contract are:

Answer 26

price, quantity

Question 27

T/F the UCC does not allow uncertain agreements to form binding contracts?

Answer 27

False. the UCC allows parties to proceade with a contract, even though one or more of the rerms are left for later determination or are otherwise not stated in the parties agreement

Question 28

to discern uncertain terms, the following UCC “gap fillers” are

Answer 28

2-204(3) – Formation in general
- Contract will not fail for indefinatness if the parties intended to make a contract and there is a reasonably certain basis for finding an appropriate remedy

1-205 – Course of Dealing, Usage of Trade

2-208 – Course of Performance

2-305 – Open Price Term (A reasonable Price will be acceptable)

2-308 – Place for Delivery (The Seller’s Place of Residence)

2-309 – Time for Delivery (Reasonable Time)

Question 29

There is no UCC gap filler for ___

Answer 29

for quanitiy. If quantity is indefiniate there is no Contract

Question 30

Whether or not a purchase order is an offer depends upon

Answer 30

Whether or not the seller needs to sign off on it

Question 31

Contracts are generally construed against

Answer 31

the drafter of the document