Contracts - formation

Question 1

formation elements

Answer 1

mutual assent
consideration
lack of valid defenses

Question 2

offer - defined

Answer 2

objective manifestation of willingness by offeror to enter into agreement that creates power of acceptance in offeree
1- intent -
a- offeree could reasonably interpret as offer
b- expresses present intent of offeror to be legally bound
- agreement to agree in future is NOT enforceable K
2- knowledge - offeree KNOWS of offer
3- terms are certain and definite
a- UCC only essential term is quantity
b- essential terms must be covered
- employment contracts presumed to be at will
4- must include words of promise, undertaking or commitment and be targeted to # of people capable of accepting
5- invitation to deal or advertisements are only invitations to receive offers unless sufficiently specific and limit on who can accept

Question 3

methods for terminating offers

Answer 3

1- lapse of time - reasonable period if not specified
2- death / mental incapacity of OFFEROR
3- destruction / illegality of subject
4- revocation by offeror any time prior to acceptance - not effective until received by offeree

Question 4

limitations on revocation of offer

Answer 4

1- option K
2- UCC firm offer rule - offer irrevocable for reasonable time not exceeding 90 days if offeror is a merchant AND assurance made that offer will remain open
3- promissory estoppel - offeree reasonably and detrimentally relies on offer
4- partial performance if offeree had knowledge of offer when performance began (unilateral and bilateral)

Question 5

acceptance - defined

Answer 5

objective manifestation by offeree to be bound by terms of offer

Question 6

silence as means of accpetance

Answer 6

not effective unless offeree has reason to believe offer could be accepted by silence or silence has been used as acceptance in prior dealings

Question 7

shipment of goods as acceptance

Answer 7

effective where buyer requests that good be shipped
- shipment of nonconforming goods is acceptance & breach unless seller seasonably notifies buyer that nonconforming goods are an accomodation

Question 8

mailbox rule for acceptance of bilateral K’s

Answer 8

1- generally - effective when sent
2- rejection following acceptance - acceptance effective even if offeror receives rejection first
3- acceptance following rejection - mailbox rule does not apply - whichever arrives first is effective
4- does not apply to irrevocable offers
5- revocation effective upon receipt

Question 9

notice of acceptance requirement for UNILATERAL K

Answer 9

offeree not required to give notice after completing performance unless offeror wouldn’t learn of performance w/ reasonable certainty of promptness OR offeror requires notice

Question 10

notice of acceptance requirement for BILATERAL K

Answer 10

mailbox rule - valid when send

UCC - if acceptance is made by beg. performance notice is required w/ in reasonable time