The Agreement Process Flashcards
Lucy v. Zehmer
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
Empro Manufacturing v. Ball-Co
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
Hawkins v. McGee
Estimates and opinions are not to be construed as offered terms of a contract
Promise; Offer
Sullivan v. O’Connor
Doctors can seldom in good faith promise results. If statements of opinions are seen as enforceable promises, it will make bad policy.
Promise; Offer
Haines v. City of NY
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
Copeland v. Baskins Robbins
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
BMC v. Barth Industries
Use the predominant factor test and the language of the contract to determine if the contract was for a good or a service
Indefiniteness
Eckles v. Sharman
A show of good faith negotiations over various terms do not make a fatally ambiguous contract enforceable
Indefinieness
Broadnax v. Ledbetter
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
MCC-Marble v. Ceramica
If one party claims to not have understood the contract after acceptance, the contract is enfroceable regardlesss
The Acceptance
Carlill v. Carbolic Smoke Ball
An explicit and specific promise - even if it is to no particular party - may be accepted by performance
The Acceptance
Leonard v. PepsiCo
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
Sarteriale v. RJ Reynolds Tobacco
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
Day v. Caton
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
Horton v. DaimlerChrysler
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
Cantu v. Central Education Agency
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
Swift & Co. v. Smigel
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
Dorton v. Collins
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
Diamond Fruit Growers v. Krack
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
Pro-CD v. Zeidenberg
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
Hill v. Gateway
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
Klocek v. Gateway
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
Tompkins v. 23andMe
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
Beall v. Beall
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
Holland v. Earl Graves Publishing
Once the offeree begins substantial performance communiacting acceptance of the offer, the offeror cannot alter the terms without mutual assent
Option Contracts
