Offer + Acceptance Flashcards
When does the Battle of the Forms provision allow additional terms in an acceptance to be added to a K under the UCC?
1) The K is between merchants
2) The additional term does not alter the material terms of the contract
3) The offeror did not previously object to the term or does not object to it within a reasonable time
What is required for acceptance of an offer for a unilateral K?
1) Completion of performance
2) Notice of completion to offeror w/i a reasonable time, unless offeror waived notice or completion would normally come to the offeror’s attention w/i a reasonable time
When is an option created, rendering an offer irrevocable?
1) When the offeree pays consideration for the offeror to hold the offer open until a certain time
2) When the offeror could reasonably expect that the offeree would detrimentally rely on the offer, and the offeree did in fact detrimentally rely.
(In second case, option remains open for a reasonable period of time)
When does an acceptance containing additional terms constitute a rejection and counteroffer under the UCC?
When acceptance is expressly conditioned on acceptance of those additional terms.
Note: If goods are shipped/accepted after conditional acceptance, K is formed excluding new terms
When may an advertisement be construed as an offer, as opposed to an invitation to enter a contract?
When it contains a promise, with certain/definite terms (such as quantity) and when the offeree is clearly identified
What are the essential terms of an offer involving real estate?
Offer must identify the land with particularity and contain a price term
What are the essential terms of an offer involving the sale of goods?
The quantity term, must be certain or capable of being made certain
What is the rule for quantity governing requirements and output contracts?
A seller/buyer may not demand a tender of goods which is UNREASONABLY DISPROPORTIONATE to a shared estimate or normal/prior comparable requirements or output
What are the essential terms in a services contract?
The nature of the work to be performed
How can an offer be terminated?
By lapse of time, revocation by the offeror, rejection by the offeree, or operation of law
What is indirect revocation?
An offer is revoked when an offeree learns correct information from a reliable source about offeror conduct which would indicate to the reasonable person that the offeror no longer wishes to make the offer
What is the UCC Merchant’s Firm Offer rule?
When an offer is a merchant, and makes an offer to buy or sell goods in a signed writing that states the offer will be held open, the offer will be held open either for the period of time specified or a reasonable time not to exceed three months.
What is the standard for acceptance under the UCC?
“Seasonable expression of acceptance” (definite and timely)
What are the exceptions to the mailbox rule for acceptances?
1) Option contracts are accepted when acceptance is received
2) If the offeree sends a rejection followed by an acceptance, whichever is received first controls
3) If the offeree sends an acceptance then a rejection, rejection controls if it is received first AND offeror detrimentally relies on the rejection
4) The offer stipulates that acceptance is not effective until received
What are the elements of an offer?
1) A promise, undertaking, or commitment to enter a contract
2) With certainty/definiteness in its terms
3) Which is communicated to the offeree
