Offer

Question 1

A contract requires mutual assent and consideration. In turn, mutual assent requires ____ and acceptance.

Answer 1

Offer

Question 2

What is the power of acceptance?

Answer 2

The right to form the contract merely by agreeing to every term of the proposed offer. This right is conferred upon an offeree when an offer has been made.

Question 3

What are preliminary negotiations?

Answer 3

A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent. If there is any wavering or uncertainty as to intent, then courts will determine that the parties are in preliminary negotiations.

Question 4

What are the elements of an offer?

Answer 4

1. Manifestation of Present Intent to enter a Bargain

(Courts require that the offeror’s language or actions unequivocally express their intent to enter into a bargain. Intent is based on an objective interpretation of a party’s words and actions.)

2. Stated in Certain and Definite Terms
3. Communicated to an Identified Person or persons
4. Reasonable Understanding of Offeree that a Contract will result if Accepted.

(It must be reasonable to conclude that an acceptance forms a contract in order for a statement to constitute an offer. This is judged based upon an objective analysis of the context.)

Question 5

Are advertisements usually considered offers?

Answer 5

Rule: Advertisements, catalogs, flyers, and price quotations are usually
not offers but are merely invitations to bargain.

Exceptions:
* Misleading Advertising:
Courts sometimes enforce deliberately misleading advertising.
* By Statute:
Some states have statutes that require sellers to honor prices in ads.
* Rewards: An ad offering a reward is usually construed as an offer.

Question 6

What is the UCC’s approach to Offer?

Answer 6

The UCC does not explicitly define “offer.” As was discussed in Chapter 1, if the UCC is silent on a particular rule, then the common law applies.

RULE FORMATION IN GENERAL

UCC §2-204

A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of such a contract.p. 187

An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.