Offer Termination

Question 1

In what ways can an offer be terminated?

Answer 1

1. Revocation:
   
   1. Express or
   2. Constructive
2. Rejection
3. Counteroffer
4. Death of Offeror
5. Passage of reasonable time

Question 2

Offer: Express Revocation

Answer 2

An offeror may revoke an offer by expressly communicating the revocation to the offeree prior to acceptance.

Question 3

Constructive Revocation

Answer 3

An offer is validly revoked if the offeree learns that the offer has taken action directly inconsistent with the offer.

Question 4

Offer Termination: Rejection

Answer 4

An offer is terminated if the offeree rejects the offer, even if the offeree later changes their mind.

Question 5

Offer Termination: Counteroffer

Answer 5

A counteroffer constitutes a rejection of the original offer, coupled with a new offer.

Question 6

Death of Offeror

Answer 6

An offer can be terminated by the death of the offeror prior to an acceptance.

Question 7

Offer Termination: Time

Answer 7

An offer can be terminated if an offeree does not accept within a reasonable amount of time.

Question 8

Irrevokable Offers

Answer 8

P.R.O.F.

• Performance Begins: Unilateral
• Reliance: Promissory Estoppel
• Option Contract
  
  • CL: no option w/o consideration
• Firm Offer Rule (UCC)

Performance

An offeror may not revoke an offer for a unilateral contract once an offeree begins performing. The offeror must give the offeree a reasonable time to complete performance. The offeror may not, however, compel the offeree to complete performance.

Reliance (promissory estoppel)

An offeror may be estopped from revoking an offer if the offeree relied on the contract to their detriment and such reliance was foreseeable, and reasonable.

Option Contract

An offeror may not revoke an offer where the offeree has exchanged consideration for the offeror’s promise not to revoke; even where such consideration is later applied to the consideration of the primary contract.

Question 9

Firm Offer Rule (UCC)

Answer 9

Under the UCC’s firm offer rule, a merchant can make a ‘firm offer’ concerning a sale of goods by promising to keep an offer open. Such a promise will be enforceable, despite lack of consideration, profided that the offer:

1. is in writing,
2. contains an express promise to keep the offer open, and
3. is signed by the merchant offeror.

A firm offer remains open for as long as stated in the offer, or for 90 days if no time is given.

A firm offer unsupported by consideration is unenforceable if the offer is not made by a merchant or does not concern goods.

5 ELEMENTS

1. Goods (UCC)
2. Merchant
3. Writing
4. Express promise to keep open
5. Signed by offeror