Formation Flashcards
Objective Theory of Formation
would an objective person look at the words and think a contract was formed?
- Lucy v. Zhemer
Indefiniteness
Agreement lacks enough detail to be enforceable
Varney v. Ditmars
(You Boys)
“fair share of the profits” is too indefinite.
Corthell v. Summit Thread
(Inventions Case)
A contract that gives purposely party room for ambiguity is not indefinite
Open Price Term (2-305)
Enforceable contract without definite price. Seller determines later and buyer is bound.
Are adverts an offer?
No.
Lefkowitz
Adverts are not an offer unless it has specific quantity and means of acceptance
Are adverts promising reward for performance an offer?
yes.
Joseph Martin Delicatessen v. Schumacher
(TBD)
renewal clause with price “TBD” was not a contract, just an agreement to agree
Restatement 33
Contract can’t be enforced unless the terms of the contract are reasonably certain.
Contract is binding IF:
- Consideration
- Promise plus reliance
- Promise plus benefit
Hamer v. Sidway
agreement to incur detriment is consideration
St. Peter v. Pioneer Theater Corp
If a promise in a contract depends on the other person doing something they don’t have to do, that action counts as the ‘payment’ for the promise.
Kriksey v. Kirksey
The detriment did not induce the promise. Both must be true.
Conditional Gift v. Promise
Did the promisor receive benefit?
- this is an aid, not a test.
Batsakis
(Currency Case)
Consideration is not about fairness. Only legal sufficiency matters. (25 vs 2k).
Adequacy of Consideration (R 79)
There is no adequacy, only legal sufficiency.
Promissory estoppel
Promisor cannot deny consideration if promise was detrimentally relied on.
Fienberg v. Pfieffer
(Retirement Pension)
There was no consideration, but a gratuitous promise was relied on. So, promissory estoppel.
Hayes v. Plantation Steel
(Announced Retirement)
No consideration or reliance (P already announced retirement).
Lefkowitz
Adverts are not offers unless specifying quantity and means of acceptance.
Dyno Construction
(Fax v. Phone)
Price quotes are not an offer. Signing sale agreement is.
Ever-Tite Roofing
offer was accepted when performance commenced within the meaning of the offer.
- this was a bilateral contract
If it is unclear whether the offer is inviting acceptance by promise or performance:
Either is sufficient.