Formation Flashcards
Illusory Promise
promise with no intent to be bound or impose an obligation that would create a valid contract
Can a illusory promise become binding?
Yes
if circumstances change & the offer imposes obligations on both parties and the offer is accepted about changes circumstances
UCC Additional term to Acceptance
What are Requirements for Offer under Common Law?
offeror must manifest intent to enter into a contract and communicate it to the offeree
What must be included in a common law contract?
Essential Terms: parties, subject Matter, price, quantity
What is required to be included for a UCC Contract?
quantity
UNLESS and output or requirement contract they do not need quantity as long as there is good faith and not unreasonably disproportionate to stated estimate
What are ways to terminate an offer under UCC?
lapse of time
rejection and counter offer
revocation of offeror
dealth or incapacity
When will an offer lapse?
after a reasonable amount of time
When can an offer be revoked?
before acceptance unless the offer is (FOUR)
firm offer
option contract
unilateral contract
reasonably foreseeable
What is a firm offer?
by a merchant, in signed writing under the UCC.
irrevocable for 3 months after that it may become revocable
What is an option contract
a promise to hold open an offer for a period of time given with sufficient consideration
What is unilateral contract?
offer that doesn’t not require a return promise but requires performance
unilateral offer is irrevocable if the offeee begins performance
When must the offeree communicate to offeror that they started performance on the unilateral
if they would have no reason to know that performance has started
When is the offer irrevocable because it was reasonable foreseeable?
if there is substantial reliance on the offer
How is acceptance appropraite for a bilateral contract?
accepted by promise to perform or beginning performace
How is acceptance appropriate for unilateral contracts?
only acceptance by full performance
(rewards, prizes, or offers)
How to accept Article II?
accepted by promising to ship or shipping the goods
If seller sends nonconforming goods w/ accommodation letter it is a counteroffer if there is no letter there is an acceptance but also a breach
What is mailbox rule?
acceptance is effective when sent (on dispatch)
What are exceptions to the rule?
option contract (acceptance is effective on receipt)
or if rejection then an acceptance is mailed whichever is received first controlled
What are terms of acceptance for CL
mirror image rule
what are terms of acceptance for UCC
doesn’t need to mirror the image and may include additional or different terms
When will add’l term be apart of the contract under UCC?
will be apart of the contract, unless it materially alters it, offeror objects in a reasonable time, or the offer limits acceptance to terms of offer, offeror objects w/in reasonable time
under majority rule, a different term is knocked out and replaced
What are things that are no consideration?
promise to make gift, moral obligation, past consideration, or illusory promise
How does reliance affect consideration?
if there is promise and foreseeable reliance and justifiable, enforcement will granted
