offer and acceptance Flashcards
what is a contract?
promise or set of promises between two or more competent persons which is legally binding and is legally enforceable
basic elements of a contract
mutual assent, offer, acceptance, consideration
define goods
all things that are moveable at the time of ID to the contract for sale
when is UCC applicable?
transactions for goods - not just merchants!
when is CISG applicable?
international transactions for goods, merchants only!
<p>
| define merchant</p>
<p>
person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction</p>
define mutual assent
serious intention to be bound
define offer
manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it
requirements of an offer
essential, definite terms, including subject matter, time for performance, price to be paid, etc.
when is an offer effective?
upon receipt
define offeror
party that puts forth the proposal - master of the terms of the offer
when can offeror revoke offer?
power to revoke anytime before valid acceptance occurs
define offeree
party that receives proposal for a contract
<p>
| powers of offeree</p>
<p>
| power of acceptance, rejection, or counter offer</p>
five ways to terminate offer before acceptance
rejection, counteroffer, lapse of time, revocation by offeror, or death/incapacity of offeree or offeror
when can an offer be revoked under CISG?
if revocation reaches offeree before he has dispatched acceptance
define acceptance
manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer
when is acceptance valid?
mailbox rule - effective upon dispatch
how to accept offer under Restatements?
mirror image rule - respond to offer in the requested manner
Restatements - how to accept offer if no manner is specified in contract?
original method by which you received the offer
how to accept offer under UCC/CISG?
in any reasonable manner, by any reasonable means
when is acceptance by silence valid?
where an offeree takes benefit of offered services with reasonable opportunity to reject, knowing they were offered with expectation of consideration, or where it is reasonable due to previous dealings, or if stated in offer
define a unilateral contract
one sided - promise for performance of specific act
how to accept a unilateral offer?
acceptance via performance of requested act
classical/modern views of accepting a unilateral contract?
classical is completed performance, modern is beginning or substantially performing the act
how is an option contract held open under the classical view?
actual consideration or complete performance of requested act
how is an option contract held open under modern view?
purported consideration or beginning/substantially performing requested act
what’s an option contract under UCC called?
Firm Offer - by merchant only
what are the terms of an option contract under CISG?
can’t be revoked if it indicates that it’s irrevocable
what are the requirements of an option contract under modern view of Restatements?
signed by offeror, in writing, recites purported consideration
what are the requirements of a UCC firm offer?
signed writing, states time kept open (reasonable time, not more than 3 months), agreement must be separately signed by offeror
what are the requirements of an option contract in CISG?
states fixed time for acceptance or otherwise states that it’s irrevocable
which document governs an accepted contract under Restatements?
last shot rule - last paperwork through the door
which document governs an accepted contract under UCC?
qualified acceptance - Battle of the forms
what is the point of “qualified acceptance” under UCC?
method of resolving acceptance based on additional/different terms between merchant’s forms
what does UCC 2-207(1) say about different or additional terms?
operates as acceptance even thouh it states additional/different terms from those offered unless acceptance is expressly made conditional on assent to the additional or different terms
what does UCC 2-207(2) in Battle of Forms say about additional terms?
additional terms are construed as proposals for addition to the conract - between merchants, such terms become part of the contract unless the offer expressly limits acceptance ot the terms of the offer, they materially alter it, or they’re objected to in a reasonable time
what are the terms of a Contract Through Conduct in the Battle of the Forms UCC 2-207(3)?
conduct by both parties which recognizes existence of a contract is sufficient to establish a contract - terms consist of those terms on which the writings of the parties agree, together with supplementary terms (knock out rule)
when is the knock out rule used for UCC?
when conduct by both parties recognizes the existence of a contract
