Offer and Acceptance Flashcards
Acceptance of Offer
1) Any reasonable manner under the circumstances
2) Prompt shipment accepted by promise to ship or shipping goods, even non conforming
3) Acceptance must be unequivocal
- CL uses mirror image rule
- UCC applies battle of forms
4) Effective when mailed (mailbox rule)
What is UCC 2-207 battle of the forms?
Applies ONLY when additional terms (not conditional acceptance).
Non-merchants - contract formed, new terms NOT part of the K.
BOTH merchants - contract formed WITH additional terms UNLESS:
- material change
- objected to within reasonable time
Unilateral Mistake
Where only one of the parties is mistaken about facts relating to the agreement. Generally, courts have been reluctant to allow a party to avoid contract for a mistake that was not shared by the other party.
*Exception: “Obvious” Mistake - If the other party to the contract knows or should have known of the mistake, courts grant relief to the mistaken party.
What needs to be included in an offer?
NO vague terms like “reasonable, fair, appropriate.
CL - price, who can accept and description of offer.
UCC - quantity and who can accept.
What should be included in a real estate K?
Must include parties to the K, description of the land, and price
What is a UCC Firm offer?
Cannot be revoked for 3 MONTHS if:
- K for the sale of goods
- SIGNED and WRITTEN promise to keep offer open
- Promise is made by a merchant
This ONLY applies to buying or selling goods.
NO CONSIDERATION is necessary.
In a unilateral K, is the offeree bound to complete?
NO
The offeror must keep the offer open for a reasonable amount of time once performance has begun. Mere preparation is NOT the start of performance.
However, offeree has no obligation to complete.
Acceptance ONLY occurs after full performance.
What happens if the offeree makes a counteroffer?
The offer is dead.
EXCEPTION: In an option K, even after counteroffer, can still accept original offer.
Note: A mere inquiry as to what the offeror will accept is NOT a counteroffer and does not kill the offer.
What happens when acceptance with additional terms?
CL: Mirror Image Rule. Makes it a counteroffer.
UCC: 2-207 Battle of the Forms. K is formed, new terms NOT included (unless both merchants).
What If: Sale of goods, BOTH merchant, offeree accepts and adds terms that make a material alteration?
Have K under terms of ORIGINAL OFFER
What if: Sale of goods, BOTH merchants, offeree makes acceptance CONDITIONAL on that term being included?
NO K. It is a counteroffer.
What if: Sale of goods, BOTH merchants, acceptance with additional non-material changes?
K formed with new terms, UNLESS offeror objects within reasonable amount of time.
What is a material change to the offer?
Substantially affects economic RISKS, BENEFITS, or changes REMEDIES for breach.
Exceptions to Mailbox Rule
- Offer stipulates that acceptance ONLY when received.
- Option K: must receive by deadline.
- Rejection mailed first, then letter of acceptance sent - Rejection is received first = Acceptance operates as counteroffer
- Acceptance mailed first, then rejection sent - Rejection is received first. If offeror relied on letter of rejection before the acceptance = estoppel MAY apply
What if order placed and seller just sends the wrong goods?
Contract and breach.
EXCEPTION: Accommodation
If seller acknowledges that he is sending the wrong item and asks can you accept this instead, then NO K - It is a counteroffer and NO BREACH.
