Consideration and Acceptance Flashcards
General Acceptance
No rule, just general sense
Without paperwork or exchange of value, consideration, face to face offers generally lapse when the parties walk away from the conversation.
Ways to Kill an Offer
The four ways to kill an offer are (1) actual death or incapacitation of a participant, (2) flat rejection or counteroffers, (3) revocation (4) lapse
Option Contracts v. Irrevocable Offers
Options contracts spring from exchange of valuable consideration while irrevocable offers arise from partial performance when performance is an allowed method of acceptance.
La Salle National Bank v. Vega
Topical Major Case
An offer to form a contract may only be accepted according to the terms and conditions of the offer.
Silence Generally…
w/ relation to acceptance
Does not consitute acceptance
Silence
Restatement Second of Contracts § 69 Acceptance by Silence or Exercise of Dominion
(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:
(a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.
(b) Where theofferor has stated or given the offeree reason to understand that assentmay be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
(c) Where because of previous dealings or otherwise, it is reasonable that theofferee should notify the offeror if he does not intend to accept.
(2) Anofferee who does any act inconsistent with the offeror’s ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable. But if the act is wrongful as against the offeror it is anacceptanceonly if ratified by him.
Silence
Laredo National Bank v. Gordon
Major Topical Rule
Where a party knows his silence will be misinterpreted, he may be bound by the offer of another party, even if the party did not respond to or explicitly accept the offer.
Silence
Restatement Second of Contracts § 54 Rule of Notice
(1) Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such anacceptanceeffective unless the offerrequests such a notification.
(2) If an offeree who accepts by rendering a performancehas reason to know that theofferor has no adequate means of learning of the performance with reasonable promptness andcertainty, thecontractual duty of theofferor is discharged unless
(a) the offeree exercises reasonable diligence to notify the offeror ofacceptance, or
(b) theofferor learns of the performance within a reasonable time, or
(c) theoffer indicates that notification ofacceptance is not required.
Acceptance by performance
Marchiondo v. Scheck
Where there is partial performance the offer becomes irrevocable for the offeror but can be killed by the offeree
Acceptance by performance
Considerations for a Reasonable Time Frame for Acceptance
Considerations for determining a reasonable time frame for acceptance include: (1) the nature of the contract proposed (2) industry standards (3) circumstances both parties are aware of.
All factors
Reasonable time frame
Ever-Time Roofing Corporation v. Green
Major Topical Rule
A contract may be created by acceptance of the offer within a time frame specified by the offer or, if no time is specified, within a reasonable time.
Reasonable Time Frame
