R2C- Offer and Acceptance

Question 1

Promise

Answer 1

A promise is a manifestation of intent to act or refrain from acting in a certain way

Question 2

Agreement

Answer 2

A manifestation of mutual assent

Question 3

Bargain

Answer 3

Agreement (a manifestation of mutual assent) to exchange promises or exchange promise for performance

Question 4

Formation of a contract

Answer 4

Requires an agreement (manifestation of mutual assent) to exchange promises (manifestation of mutual intent to act/not act) or promise for performance

With manifestation of mutual assent to exchange

Question 5

Manifestation of mutual assent to an exchange requires that…

Answer 5

Each party makes a promise (manifestation to intent to act/not act) or begins to render a performance

Conduct may be made wholly or partially by written or spoken words or by acts or failure to act

Must intent to engage in the conduct or know/has reason to know the other party may infer from the conduct that there is assent

Conduct may manifest assent even if there is not in fact assent (may be voidable contract per fraud, duress, mistake)

Question 6

Manifestation of mutual assent to exchange usually comes in the form of…

Answer 6

Offer and acceptance

May be made even though neither can be identified and formation is undetermined

Question 7

Offer

Answer 7

Manifestation of willingness to enter into a bargain (an agreement to exchange promises (manifestation of intent to act/refrain from act) or promise for performance)

Made to justify another person in understanding that his assent is invited and will conclude the deal

Question 8

Preliminary negotiations

Answer 8

Manifestation of willingness to enter into a bargain is not an offer if the person to whom its addressed knows or has reason to know that the deal isn’t concluded until the offeror has made a further manifestation of assent

Question 9

Contract

Answer 9

A promise (a manifestation of intention to act or refrain from acting in a specified way) for which the breach of the law gives a remedy

Question 10

Form of Acceptance

Answer 10

An offer may invite or require acceptance to be made by an affirmative answer in words, or by performing or refraining from performing a specified act or may empower the offeree to make a selection of terms in his accelerate

Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner and any medium under the circumstances

Question 11

Mode of assent

Answer 11

Manifestation of mutual assent takes the form of an offer/proposal followed by acceptance

Can be made even though moment of formation is undetermined

Question 12

Does a written memorial override a manifestation of assent?

Answer 12

No, manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from operating by the fact that the parties also manifest an intention to prepare a wittier memorial but the circumstances may show that the agreements are preliminary negotiations

Question 13

Express contract

Answer 13

Formed by language (oral or written)

Question 14

Implied contract

Answer 14

Formed by conduct

Question 15

What if a contract involves goods and services?

Answer 15

Majority rule test- predominant purpose test
Minority rule test- gravamen of the action
If contract divides payment between goods and services the court will likely apply UCC to the transactions in goods portion of the contact and common law to services portion

Question 16

Option Contract

Answer 16

An option contract is a promise which meet the requirements for the formation of a contract and limits the promisor’s power to revoke an offer

The power of acceptance is not terminated by rejection or counter-offer, by revocation, or by death or incapacity, unless the requirements are met for the discharge of a contractual duty

Question 17

When is an option contract created?

Answer 17

It is created when the offeree tenders or begins the invited performance or tenders a beginning of it as long as the offer invites the offeree to accept by rendering a performance and does not invite a promissory acceptance

Question 18

What happens when during acceptance there’s a request for change of terms?

Answer 18

If there is a request to change or add additional terms the acceptance is still valid

unless….
acceptance is made to depend on an assent to the changed or added terms

Question 19

Integrated agreements

Answer 19

1) an integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement
2) whether there is an additional agreement to be determined by the courts as a question preliminary to determination of a question of interpretation or to application of parol evidence rule
3) where the parties reduce a writing which in view of its completeness and specificity reasonably appears to be a complete agreement unless it is established by other evidence that the writing did not constitute a final expression

Question 20

Whose meaning prevails when the parties have attached a different meaning?

Answer 20

§201 (2)
It is interpreted in accordance with the meaning attached by one of them if at the time the agreement was made that party didn’t know or didn’t have reason to know of any different meaning attached by the other, and the other knew or had reason to know the meaning attached by the first party

Otherwise…
Neither party is bound by the meaning attached by the other

Question 21

§209

Integrated agreements

Answer 21

1) An integrated agreement is a writing or writings constituting a final written expression of one or more terms of an agreement
2) Whether there is an integrated agreement is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule
3) Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression

Question 22

§210

Completely and partially integrated agreements

Answer 22

1) A completely integrated agreement is adopted by the parties as a complete and exclusive statement of the terms of the agreement
2) A partially integrated agreement is other than a completely integrated agreement
3) whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule

Question 23

§211

Standardized Agreements

Answer 23

1) except as stated in subsection (3), where a party to an agreement signs or otherwise manifest assent to a writing and has reason to believe that like writings are regularly used to embody terms of agreement of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing
2) such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing
3) where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the party contained a particular term, the term is not part of the agreement

Question 24

§213

Effects of integrated agreement on prior agreements (Parol evidence rule)

Answer 24

1) a binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them
2) a binding completely integrated agreement discharges prior agreements to the extent that they are within scope
3) an integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it had not been integrated

Question 25

§214 Evidence of prior or contemporaneous agreements and negotiations with the adoption of a writing are admissible to establish:

Answer 25

A) that the writing is or is not integrated agreement B) that the integrated agreement, if any, is completely or partially integrated C) the meaning of the writing, whether or not integrated D) illegality, fraud, duress, mistake, lack of consideration, or other invalidating cause E) ground for granting or denying rescission, reformation, specific performance, or other remedy

Question 26

§216 | Consistent additional terms

Answer 26

1) evidence of a consistent additional term is admissible unless the court finds that the agreement was completely integrated 2) an agreement is not completely integrated if the writing omits a consistent additional agreed term which is a) agreed to for separate consideration b) such a term as in the circumstances might naturally be omitted from the writing

Question 27

What may the court do when there is a writing that evidences an agreement in whole or in part fails to express the agreement because of mistake of both parties as to the contents if the writing?

Answer 27

The court may, at the request of a party, reform the writing to express the agreement Except.... to the extent that rights of third parties such as good faith purchasers for value will be unfairly affected

Question 28

Enforcement on what classes of contracts are forbidden unless there's a written memorandum or an applicable accept ion?

Answer 28

a) a contract for an executor or administrator to answer for a duty of his descendent b) a contract to answer for the duty of another c) a contract made upon consideration of a marriage d) a contract for the sale of an interest in land e) a contract that is not to be performed within one year from the making thereof

Question 29

What type of contracts will the statute of frauds provisions of UCC enforce?

Answer 29

a) a contract for the sale of goods for the price of $500 or more b) a contract for the sale of securities c) a contract for the sale of personal property not otherwise covered, to the extent of enforcement by way of action or defense beyond $5,000 in amount or value of remedy

Question 30

Contract to transfer, buy or pay interest in land

Answer 30

1) A promise to transfer to any person any interest in land is within the statute of frauds 2) A promise to buy any interest in land is within the statute of frauds irrespective of the person to whom the transfer is to be made 3) When a transfer of an interest in land has been made, a promise to pay the price, if originally within the statute of frauds, ceases to be within it unless the promised price is itself in whole or in part an interest in land 4) Statutes in most states, except from the land contract and one-year provisions of the Statute of Frauds short-term leases and contracts to lease, usually for a term not longer than one year

Question 31

§129 | Action in reliance; specific performance

Answer 31

A contract for the transfer of an interest in land may be specifically enforced notwithstanding failure to comply with the statute of frauds if it is established that the party seeking enforcement, in reliance on the contract and on the continuing assent of the party against whom enforcement is sought, has so changed his position that injustice can be avoided only by specific enforcement.

Question 32

How does one find that a promise is legally enforceable on the grounds that it is supported by consideration?

Answer 32

One must determine it was bargained for A promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise

Question 33

Proposal of a contingent gift

Answer 33

A proposal of a gift is not an offer; there must be an element of exchange. A proposal is not a promise unless it specifies a promise or performance by the offeree as the price or consideration to be given to him. A promise performable on a certain contingency.

Question 34

Requirement of exchange

Answer 34

1) To constitute consideration, a performance or return promise must be bargained for 2) a performance or return promise is bargained for if it's sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise 3) the performance may consist of a) an act other than a promise b) a forbearance c) the creation, modification or destruction of a legal relation 4) may be given to the promisor or some other person and may be given BY the promisee or some other person