Offer Flashcards
Creation of a Contract
1) Mutual assent?
2) Consideration?
3) Defenses?
Mutual Assent - Offer and Acceptance
An agreement on the same bargain at the same time, or a meeting of the minds. Measured objectively - each party is bound to the apparent intention he manifested to the other(s)
Offer
A communication from the offeror that creates a reasonable expectation in the offerree that the offeror is willing to enter into a contract on the basis of the offered terms.
Communication
a) Expression of promise or commitment?
b) Certainty & Definiteness of terms?
c) Communication to the Offeree?
Language
Language shows intent. “I promise” vs “I will consider”
Method of Communication
Broader the media (publications), more likely it is a solicitation of an offer. (reward offers are exception)
Definite and Certain Terms (QTIPS)
Quantity, Time, Identity of parties, Price, Subject Matter.
Real Estate - identification of land and price
Employment - duration must be specified
Sale of Goods - Quantity must be certain or a seller’s output or a buyer’s requirement
Revocation by Offeror
Direct revocation - clearly communicated by words/writing
Indirect revocation - conduct inconsistent with maintaining the offer.
*Offers made to public at large must be revoke in same medium it was made
Non-Revocable Offers
1) Option Contract - offer + paid-for commitment to not revoke
2 )Reliance - Detrimental reliance on offer and offeror could reasonably foresee reliance
3) Unilateral - If performance is started, offer cannot be revoke. Preparation not enough. Must be performance or det reliance
Firm Offer Rule
1) signed written promise to hold offer for period not exceeding 3 months
2) by a merchant
3) for the sale of goods
Rejection by Offeree
Explicitly communicating rejection to offeror or Counter Offer
Counter-Offer
Operates as both rejection and new offer
Invitation to Counter
Offeror expressly invites counter-offer than a counter-offer does not reject original offer
Inquiries
Offeree can ask questions or request different terms as long as inquiries don’t rise to the level of an offer
Options Contract
Counter-offer made during option period does not terminate offer
Expiration
If offer is terminated, is not accepted within stated deadline or within reasonable time after receipt
Death of Offeror
If offeror or offeree dies, the offer is revoked.
*Option and Unilateral Contracts with performance are still valide even after offeror death
Frustration of Purpose
Supervening illegality or destruction of subject matter can also terminate the offer
