Offer & Acceptance

Question 1

Battle of the Forms

Contracts Between Merchants

Answer 1

Additional terms usually included

If both parties to K are merchants, additional terms in the acceptance will be included UNLESS:

1. They materially alter the original terms of the offer (change a party’s risk or remedies available)
2. Offer expressly limits acceptance to the terms of the offer
3. The offeror has already objected to the particular terms, or objects within a reasonable time after notice of them is received.

Question 2

Termination by Offeror - Revocation

Answer 2

Revocation is the retraction or an offer by the offeror.

Directly: Offeror may revoke by directly communicating revocation to offeree.

Indirectly: if offeree receives

1. Correct information
2. From a reliable source
3. Or acts of the offeror that would indicate to a reasonable person that the offeror no longer wishes to make the offer

Effective when RECEIVED (comes into offeree’s physical possession) by offeree or PUBLISHED

Question 3

Offer (Definition)

Answer 3

Offer creates power of acceptance in offeree and corresponding liability in offeror.

Must create reasonable expectation in offeree that offeror is willing to enter K.

Question 4

Offer (Reasonable expectation)

Answer 4

1. Expression of a promise, undertaking, or commitment to enter Klanguage
   surrounding circumstances
   prior practice
   relationship of parties
2. Certainty and definiteness in essential terms
3. Communication of above to offeree

Question 5

Offer (Definiteness of Terms)

Answer 5

Have enough essential terms been provided to make K enforceable?

Offeree must be sufficiently identified

Subject matter must be definite

Question 6

Real estate Contracts

Answer 6

Must identify land & price terms

Land must be identified with some particularity but a deed description not required

Question 7

Sale of Goods K

Answer 7

Quantity being offered must be certain or capable of being made certain

Question 8

Requirements Contract

Answer 8

Buyer promises to buy d on certain seller all of the good buyer requires and seller agrees to sell that amount

Question 9

Output Contract

Answer 9

Seller promises to sell to certain buyer all of the goods seller produces and buyer agrees to buy that amount from seller.

Good faith requirement: cannot tender demand for quantity unreasonably disproportionate to:

1. any stated estimate
2. Any normal comparable prior output requirements

Question 10

Employment Contract

Answer 10

If duration not specified, construed as K terminable at will by either party

Question 11

Services Contract

Answer 11

Must state nature of work

Question 12

Missing Terms

Answer 12

Fact that one or more terms missing doesn’t prevent K formation if it appears parties intended K and there is a reasonably certain basis for giving a remedy. Majority jurisdictions and Art 2 hold that the court can supply reasonable terms for those that are missing.

Price: reasonable price at time of delivery

Time: within a reasonable time

Question 13

Vague Terms

Answer 13

If a material term is too vague or ambiguous, it is not an offer at common law or under the UCC and K can’t be enforced.

Vagueness can be cured by part performance

Uncertainty can be cured by acceptance: if uncertainty results b/c offeree is given choice of alternative performances, offer definite when offeree communicates choice.

Terms to be agreed in later: if terms material to K, offer too uncertain.