Contract Law Flashcards
Merchant
- A person who deals with goods 2. occupation 3. someone who has an agent
Predominant Purpose Test
is having both transactions to services and real property like Common Law and having transactions of goods like UCC and seeing which one applies more.
The objective theory of contracts
intent is determined by looking at external or objective appearance of the parties intentions as manifested by their actions.
Intent to be legally bound
- Promise to agree at a Later Date:
a. Traditional Common law
b. any missing term or a term that promises to agree at a later date is not an enforceable promise. - Missing Terms:
a. Modern Common Law
b. Agreement with missing term may be enforced if the missing terms can be implied with reasonable certainty.
The Objective Theory of Contracts
Intent is determined by looking to the external or objective appearance of the parties’ intentions as manifested by their actions. What would a reasonable person understand the parties’ manifestations to mean?
Offer
is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will concluded it
Elements of offer
- commitment language
- contains definite and certain terms,
a. Quantity
b. Time for performance
c. Identity of the parties
d. Price
e. Subject matter - Communicated to an identified offeree.
Lapse
Acceptance must occur within the time stated in the offer. If the offer does not state a time, then acceptance must be communicated in reasonable time.
Indirect Revocation
An offeree’s power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter the proposed contract and the offeree acquires reliable information to that effect
Counteroffer
The normal effect of a counter-offer is to reject the original offer, i.e., it terminates the original power of acceptance in the offeree who is now a counter-offeror unless the offer itself expressly indicates its continuance notwithstanding one or more counter offers.
Death or Incapacity
Death or incapacity revokes an offer.
There is no requirement that the fact of death be communicated to the offeree to constitute an effective termination of the offer
Option Contract
is a separate contract with only one purpose: to make an offer irrevocable. Death of the optioner will not revoke the offer
Reliance in Construction Contracts
An offer by subcontractor that was used by a general contractor to compute bid submitted for a construction job may not be revoked
Firm offer
UCC CONTRACT
if 1. a merchant makes a 2. written offer 3. giving assurances that offer will be held open and irrevocable, 4 and is signed, 5 makes the offer irrevocable for a reasonable time not to exceed three months
Part performance
unless the offeror manifests a contrary intention, an offeree who learns of an offer after he has rendered part of the performance requested by the offer may accept by completing the requested performance