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Contracts > Formation - Offer & Acceptance > Flashcards

Formation - Offer & Acceptance Flashcards

1
Q

Offer?????

A

an offer requires a promise, terms, and communication to the offeree

generally revokable

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2
Q

Promise

A

a statement indicating a present intent to enter into a contract

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3
Q

Terms

A

CL - all essential terms MUST be provided (parties, subject matter, price, quantity)

UCC - the essential terms are the parties, subject matter, and quantity - court will gap fill any other missing terms [dont need PRICE]

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4
Q

Communication

A

must be communicated to the offeree

Ads generally NOT offers UNLESS

  1. specific AND
  2. limit who may accept the offer
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5
Q

Unilateral Contract

A

one in which the offeror makes a promise and the offeree must perform - can ONLY be accepted by complete performance

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6
Q

Bilateral Contract

A

Parties exchange PROMISES; can be accepted by a promise OR by the beginning of performance

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7
Q

Irrevocable Offers

A

CL - option contracts

UCC - firm offer

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8
Q

Option Contracts

A

an offer where the offeror promises to hold the offer open for a certain period of time

offeree MUST pay consideration to the offeror to hold the offer open

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9
Q

Firm Offer

A

an offer in

  1. writing
  2. where the offeror is a merchant AND
  3. promises to hold the offer open for a certain period of time (MAX 90 days)

**no consideration required

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10
Q

How to terminate an offer?

A
  1. revocation of offer
  2. rejection by offeree
  3. counter-offer by the offeree
  4. lapse of time
  5. death/mental incapacity of the offeror
  6. Destruction/illegality
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11
Q

When is revocation effective?

A

when RECEIVED - mailed revocation NOT effective until received

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12
Q

Acceptance - Definition

A

the objective manifestation by the offeree to be bound by the terms of the offer

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13
Q

How to accept?

A

Any reasonable means off acceptance is allowed, UNLESS the offer limits the means of acceptance

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14
Q

Can silence be acceptance?

A

Generally, no, UNLESS the offeree has reason to believe that silence will constitute an acceptance

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15
Q

Mirror Image Rule

A

CL

Acceptance MUST mirror the terms of the offer; any changes/additions to the terms constitute a rejection of the original offer and a counter-offer

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16
Q

Requirements of a valid contract

A
  1. manifestation of mutual assent
  2. consideration
  3. lack of valid defenses
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17
Q

Promissory estoppel

A

when offeree
1. reasonably and
2. detrimentally
relies on offer

MAY become irrevocable

18
Q

Partial Performance (uni and bi)

A

For all Ks, offeree must have knowledge of offer when performance begins

U - offeror CANNOT revoke once offeree has begun performance

B - commencement of performance operates as promise to render complete performance

19
Q

How to revoke a general offer

A

revoacable ONLY by notice given at, at least the same level of publicity as offer

effective even if potential offeree act in reliance on offer

20
Q

How to reject an offer

A

Offeree clearly conveys to offeror that they no longer intend to accept the offer

21
Q

Function of a counteroffer by offeree

A

acts as a rejection of original offer and creates a new offer

22
Q

How can a seller accept a buyer’s request to ship goods?

A
  1. seller can accept by a promise to ship OR

2. prompt shipment of goods

23
Q

What are nonconforming goods that are shipped?

A

They are

  1. an acceptance AND
  2. a breach (UNLESS seller seasonably notifies buyer that goods are an accommodation - counteroffer)
24
Q

What can buyers do about nonconforming goods?

A

Buyer may accept or reject the non-conforming goods

25
Q

Mailbox Rule - what does it apply to?

A

Applies only to acceptance - and usually only bilateral K

26
Q

Mailbox Rule - Acceptance - when effective?

A

Effective when SENT, unless offer provides otherwise

27
Q

Mailbox Rule - Rejection following acceptance

A

Acceptance will control EVN IF offeror receives rejection first

If offeror detriminally relied on rejection THEN offeree estopped from enforcing K

28
Q

Mailbox Rule - Acceptance following rejection

A

Mailbox Rule Does NOT apply

First one received will prevail (in possession of offeror/deposited in mailbox)

Offeror need not actually RED the received communication

29
Q

Mailbox Rule - Revocation

A

Effective upon receipt

30
Q

Mailbox Rule - Options and other irrevocable offers

A

Mailbox rule does NOT apply

Acceptance must be received by offeror by a certain date or before offer expires

31
Q

Notice of Acceptance for Uni K - required?

A

Offeree NOT required to give notice after completing performance UNLESS

  1. offeror wouldn’t learn of performance with reasonable certainty and promptness OR
  2. offer requires notice
32
Q

What happens Uni K requires notice of acceptance but it is not given?

A

In general, the offeror’s duty is discharged, UNLESS

  1. offeree exercises reasonable diligence to give notice OR
  2. offeror learns of performance w/in reasonable time
33
Q

Notice of Acceptance for Bi K - required?

A

Yes, offeree MUST give notice of acceptance

  • Mailbox rule: acceptance valid when sent
  • UCC: if acceptance is made by beginning performance, notice is REQUIRED w/in a reasonable time; failure to give notice results in offer’s lapse
34
Q

Does UCC have a mirror-image rule?

A

No, acceptance containing additional or different terms generally treated as acceptance (battle of the forms)

35
Q

UCC Acceptance - 1 or both parties NOT merchants

A
  1. a definite and seasonable expression of acceptance
  2. sent w/in a reasonable time
    IS usually acceptance of original offer, and
  3. new/different terms are treated as proposed additions to the K that MUST be separately accepted by offeror
36
Q

UCC Acceptance - Both Parties Merchants

A

Battle of the forms

Additional terms are automatically included in the K UNLESS

  1. term materially alters original K (surprise or hardship)
  2. offer expressly limits acceptance to terms of the offer, OR
  3. Offeror objects to new terms w/in a reasonable time after notice of new terms is received

Exception met = ORIGINAL terms of offer control

37
Q

Knock-out Rule

A

UCC
1 or both merchants????

different terms in offer/acceptance nullify each other, and court uses Article 2’s gap-filling provisions to patch holes in K

38
Q

UCC: What happens when offer and acceptance differ too much to create a contract but parties begin to perform anyways?

A

UCC allows for a contract to be recognized w/the following terms:

  1. any terms actually agreed upon in the parties’ writing, and
  2. any supplementary terms filled in by the UCC
39
Q

Offer

A

Objective manifestation of a willingness by offer or to enter into agreement that creates power of acceptance in offeree

40
Q

What 3 things are required to form a binding K?

A
  1. Manifestation of mutual assent
  2. Consideration
  3. Lack of valid defenses
41
Q

What is required for intent of an offer?

A

Only an offer if:

  1. Offeree could reasonably interpret it as an offer
  2. Expresses present intend of a person to be legally bound by a K

Contracts (16 decks)

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