The Agreement Process

Question 1

Lucy v. Zehmer

Answer 1

Intent to contract is determined by the outward expression of a person manifesting their intention based on a reasonable understanding of their actions and words

Intent to Contract or Not

Question 2

Empro Manufacturing v. Ball-Co

Answer 2

An agreement to negotiate without settling the terms of the negotiation is not an acceptance of an offer - “subject to” appeared in the initial agreement

Promise; Offer

Question 3

Hawkins v. McGee

Answer 3

Estimates and opinions are not to be construed as offered terms of a contract

Promise; Offer

Question 4

Sullivan v. O’Connor

Answer 4

Doctors can seldom in good faith promise results. If statements of opinions are seen as enforceable promises, it will make bad policy.

Promise; Offer

Question 5

Haines v. City of NY

Answer 5

Where parties have not clearly expressed the duration of a contract, courts may infer that the contract was intended to continue for a reasonable time.

Indefiniteness

Question 6

Copeland v. Baskins Robbins

Answer 6

While an agreement to agree is not enforceable, and agreement to negotiate may be enforceable if one party can show that the other did not negotiate in good faith

Indefiniteness

Question 7

BMC v. Barth Industries

Answer 7

Use the predominant factor test and the language of the contract to determine if the contract was for a good or a service

Indefiniteness

Question 8

Eckles v. Sharman

Answer 8

A show of good faith negotiations over various terms do not make a fatally ambiguous contract enforceable

Indefinieness

Question 9

Broadnax v. Ledbetter

Answer 9

Both parties must vountarily agree to the terms of the contract prior to the completion of the perfromance. If a party is unaware of the offer until the completion, there is no enforceable contract.

The Acceptance

Question 10

MCC-Marble v. Ceramica

Answer 10

If one party claims to not have understood the contract after acceptance, the contract is enfroceable regardlesss

The Acceptance

Question 11

Carlill v. Carbolic Smoke Ball

Answer 11

An explicit and specific promise - even if it is to no particular party - may be accepted by performance

The Acceptance

Question 12

Leonard v. PepsiCo

Answer 12

A reward that is “an invitation to negotiate” that references a catalog for the purchase of goods is an advertisement to receive offers

The Acceptance

Question 13

Sarteriale v. RJ Reynolds Tobacco

Answer 13

An advertisement may be an offer if they invite performance of a specific act with sufficiently definite terms without further communication and leave nothing for negotiation

The Acceptance

Question 14

Day v. Caton

Answer 14

A contract may be formed when the offeree avails himself of a service that is offered and he had the opportunity to reject and is known to be valuable

The Acceptance

Question 15

Horton v. DaimlerChrysler

Answer 15

When no terms of acceptance are explicitly stated, the court may apply a reasonableness standard to the language of the contract to infer how the offeree might accept

Accceptance of Indifferent Offers

Question 16

Cantu v. Central Education Agency

Answer 16

When the means of acceptance is not explicit, it is up to the party responding to determine the best method of response to the offer - in this case it was by mail due to the nature of the offer

The Mailbox Rule

Question 17

Swift & Co. v. Smigel

Answer 17

When an contract is formed with someone deemed to be mentally incompetent it is unenforceable unless the party can make a showing that it was made in good faith without knowledge of the incompetence

Termination of a Revocable Offer

Question 18

Dorton v. Collins

Answer 18

In common law if an acceptance contains different terms than the offer, it is regarded as a counter-offer. Acceptance is expressly conditional on the terms of the offer.

Counter-Offers

Question 19

Diamond Fruit Growers v. Krack

Answer 19

UCC § 2-207(3) fills in the disputed terms of the contract unless one party amkes acceptance of the offer expressly conditional on acceptance of the specific terms

Counter-Offers

Question 20

Pro-CD v. Zeidenberg

Answer 20

Print on outer packaging referencing a license contained within are considered offers that may be accepted by purchase so long as the buyer may reject the offer by returning the product.

Battle of the Forms

Question 21

Hill v. Gateway

Answer 21

Terms inside of a box bind the customer to those terms after the customer has had the opportunity to read the terms and accept them.

Battle of the Forms

Question 22

Klocek v. Gateway

Answer 22

UCC § 2-207(3) applies even absent a “battle of the forms” and it was not made express that acceptance of the offer was contingent on accepting the arbitration terms.

Battle of the Forms

Question 23

Tompkins v. 23andMe

Answer 23

If a reasonably prudent user would have been able to see and access the T&C prior to acceptance of the offer then the party has aggreed to the T&C

E-Commerce

Question 24

Beall v. Beall

Answer 24

A revocable offer that is not secured by a consideration may be revoked at any time up until the the offeree accepts the offer.

Option Contracts

Question 25

Holland v. Earl Graves Publishing

Answer 25

Once the offeree begins substantial performance communiacting acceptance of the offer, the offeror cannot alter the terms without mutual assent

Option Contracts