Formation

Question 1

Objective Theory of Formation

Answer 1

would an objective person look at the words and think a contract was formed?
- Lucy v. Zhemer

Question 2

Indefiniteness

Answer 2

Agreement lacks enough detail to be enforceable

Question 3

Varney v. Ditmars
(You Boys)

Answer 3

“fair share of the profits” is too indefinite.

Question 4

Corthell v. Summit Thread
(Inventions Case)

Answer 4

A contract that gives purposely party room for ambiguity is not indefinite

Question 5

Open Price Term (2-305)

Answer 5

Enforceable contract without definite price. Seller determines later and buyer is bound.

Question 6

Are adverts an offer?

Answer 6

No.

Question 7

Lefkowitz

Answer 7

Adverts are not an offer unless it has specific quantity and means of acceptance

Question 8

Are adverts promising reward for performance an offer?

Answer 8

yes.

Question 9

Joseph Martin Delicatessen v. Schumacher
(TBD)

Answer 9

renewal clause with price “TBD” was not a contract, just an agreement to agree

Question 10

Restatement 33

Answer 10

Contract can’t be enforced unless the terms of the contract are reasonably certain.

Question 11

Contract is binding IF:

Answer 11

• Consideration
• Promise plus reliance
• Promise plus benefit

Question 12

Hamer v. Sidway

Answer 12

agreement to incur detriment is consideration

Question 13

St. Peter v. Pioneer Theater Corp

Answer 13

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.

Question 14

Kriksey v. Kirksey

Answer 14

The detriment did not induce the promise. Both must be true.

Question 15

Conditional Gift v. Promise

Answer 15

Did the promisor receive benefit?
- this is an aid, not a test.

Question 16

Batsakis
(Currency Case)

Answer 16

Consideration is not about fairness. Only legal sufficiency matters. (25 vs 2k).

Question 17

Adequacy of Consideration (R 79)

Answer 17

There is no adequacy, only legal sufficiency.

Question 18

Promissory estoppel

Answer 18

Promisor cannot deny consideration if promise was detrimentally relied on.

Question 19

Fienberg v. Pfieffer
(Retirement Pension)

Answer 19

There was no consideration, but a gratuitous promise was relied on. So, promissory estoppel.

Question 20

Hayes v. Plantation Steel
(Announced Retirement)

Answer 20

No consideration or reliance (P already announced retirement).

Question 21

Lefkowitz

Answer 21

Adverts are not offers unless specifying quantity and means of acceptance.

Question 22

Dyno Construction
(Fax v. Phone)

Answer 22

Price quotes are not an offer. Signing sale agreement is.

Question 23

Ever-Tite Roofing

Answer 23

offer was accepted when performance commenced within the meaning of the offer.
- this was a bilateral contract

Question 24

If it is unclear whether the offer is inviting acceptance by promise or performance:

Answer 24

Either is sufficient.

Question 25

Mailbox Rule

Answer 25

Acceptance effective when mailed.

Acceptance effective when received under Option Contract

Question 26

Methods of Termination

Answer 26

• rejection or counteroffer
• lapse of time
• revocation
• death or incapacity
• nonoccurence of a condition

Question 27

Option Contract

Answer 27

2 considerations
1. To hold offer open
2. Underlying offer

Must be in writing

Question 28

Revocation

Answer 28

Offeror always has power to revoke

Question 29

Firm Offer (2-205)

Answer 29

Merchants can make firm offers without consideration

Question 30

Ciaramella v. Readers Digest

Answer 30

“we have a deal” was not a contract.
- four factor test
- drafted agreement said it must be finalized by attorneys.

Question 31

§ 27 Contract Where Written Memorial is Contemplated

Answer 31

It is possible to have an agreement even if there is a small agreement to memorialize the contract and it has not been done yet.

Question 32

Tribune I

Answer 32

There is an existing binding agreement to the ultimate objective

Question 33

Tribune II

Answer 33

There is not an existing binding agreement, only an agreement to negotiate in good faith.

Question 34

Reliance on an Offer

Answer 34

Reliance on an offer sometimes creates an option contract in the offeree.

• usually in cases with contractors and subcontractors
• in most circumstances, this is unreasonable and the offer is revocable.

Question 35

Pavel Enterprises
(subcontractors)

Answer 35

P’s conduct did not show they relied on the offer when they asked subcontractors for new bids

Mere relationship of contractor/subcontractor does not establish reliance.

Question 36

Dataserv

Answer 36

Counteroffers are rejections of the offer.

Question 37

Mirror Image Rule

Answer 37

Acceptance must match the offer

• purported acceptance on the basis of changes is a counteroffer
• applies outside UCC

Question 38

Last Shot Doctrine

Answer 38

If the parties send differing forms and then perform, last shot doctrine applies

• applies outside the sale of goods

Question 39

2-207

Answer 39

(1BC) contract can exist if forms dont match, or if they’re conduct signifies they have a contract but there was something expressly conditional

(1AC) UNLESS an express condition is made

(2) additional terms are suggestions. Problematically leaves out different terms.

(3) If the partys’ conduct forms contract, the terms are where their writings agree. The others will be supplemented by UCC

Question 40

2-207 Interpretations

Answer 40

1. If “after comma” is triggered and performance commenced, its a counteroffer.
   - Rotolith
   - This brings us back to last shot doctrine
   - rejected by most courts
2. Look to section 3
   - Ionics