Contract 9-15 Flashcards
When may an offer be revoked, and which types of offers are notrevocable?
Offers may be revoked at any time before acceptance through unambiguous words/conduct indicating an unwillingness/inability to contract (effective when received).
Irrevocable offers include: option contracts, a merchant’s firm offer, and offers that were relied on to the offeree’s detriment.
Priority: Medium
What is a Merchant’s Firm Offer?
An offer to buy or sell goods;
By a merchant;
In a signed writing;
Which states that the offer will be held open and is not revocable; AND
The assurance to keep the offer open must be signed separately by the offeror.
*Enforceable WITHOUT consideration.
Priority: Low
Rejection vs. Counteroffer
Rejection: Manifestation of intent to not accept an offer (words/conduct) which terminates the offer. Offers CANNOT be accepted after they have been rejected.
Counteroffer: Both a rejection that terminates the original offer and a NEW offer.
Priority: N/A
What is the Mirror Image Rule and UCC exception?
The common law Mirror Image Rule holds that an acceptance MUST exactly mirror the offer.
UCC Art. 2 Exception: The acceptance DOES NOT need to mirror the offer, and additional terms may be added. Additional terms are included if:
Both parties are merchants;
The term is not a material change;
The offer doesn’t limit acceptance to the exact terms; AND
No objection was made within a reasonable time.
Priority: Medium
When is an agreement deemed Indefinite?
When the terms of the agreement are NOT certain (they cannot be ascertained to a reasonable degree of certainty), the contract is deemed indefinite and is unenforceable.
*A contract that is indefinite as to duration is generally invalid.
Priority: N/A
What is Consideration?
A bargained for exchange of a promise for a return promise or performance (that benefits the promisor or causes detriment to the promisee).
*Past or moral consideration is NOT sufficient to support a contract.
Priority: HIGH
When does Promissory Estoppel apply?
Applies when:
A party reasonably and foreseeably relied to his detrimenton the promise of the other party;
The promisor should have reasonably expected a change in position in reliance of the promise; AND
Enforcement of the promise is necessary to avoid injustice.
Priority: Medium
