Mutual Assent - Acceptance Flashcards
The language of offer…
controls acceptance
Accepting bilateral contracts
If unspecified, through promise to perform OR by the beginning of performance
Accepting Unilateral Contracts
Must complete performance
Shipment of nonconforming goods
Is an acceptance creating a bilateral K and a breach of the K unless the seller notifies the buyer that a shipment of nonconforming goods is offfered only as an accomodaiton.
If buyer rejects accomodation goods, shipper not in breach and may reclaim goods.
Is silence acceptance?
Generally no.
Silence-Acceptance Customs Exception
Duty to speak is created if previous customs between parties indicated that silent acceptance was reasonable.
Additional Terms under common law
Mirror image rule: Acceptance must mirror offer terms
Additional terms under UCC
No mirror image rule. Still acceptance. UNLESS additional terms are a CONDITION -> Then its a counteroffer.
BUT terms not necessairly part of the contract.
When are offerees additional terms part of the K under UCC
1) Both parties are merchants
2) Change is not material
3) Offeror doesn’t object
What are material changes?
Term that likely Causes hardship or suprise.
Changes Money, liability, remedy
“Customary” terms (by industry) in additional terms
Non-material change
Mailbox rule
Acceptance is generaly effective at the moment of dispatch if properly addressed and stamped
If not properly addressed/stamped, ON RECEIPET.
Mailbox rule exceptions
1) Offer stipulates that acceptance is not effective until recieved
2) Irrevocable offers, such as options Ks (acceptance must be recieved by deadline)
3) The offeree sends a rejection AND THEN sends an acceptance, in which case whichever arrives first is effective
