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Business Law > Unit 1 Deck 2 > Flashcards

Unit 1 Deck 2 Flashcards

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1
Q

Inaction or silence construed as an acceptance

A

generally no because how can inaction or silence be an affirmative manifestation of acceptance to the terms of an offer

DVD buyer’s club contract is an exception

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2
Q

When is the acceptance legaly effective (and thus a contract is formed)?

A

Common law and UCC rule - when dispatched (sent) postage

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3
Q

Requirements for the dispatch rule to apply

A

acceptance must be by authorized means of communication

acceptance must be propertly dispatched (address is correct, postage is proper)

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4
Q

Acceptance must be by authorized means of communication:

A
  1. restatement (second) and UCC - any reasonable mode under the circumstances will be an authorized means
    - same means or a faster means; or a means that is accepted in the industry
  2. does offer require certain means? If so, offer will control method of acceptance and a failure to use the required method will result in no contrat being formed
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5
Q

Offer can control the issue:

A

Does the offer require receipt?

Does the offer require a certain method?

If so, offer controls

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6
Q

Effect of an unreasonable means of acceptance:

A

Under the common law the contract formed when the acceptance is received, if the receipt is “timely”

under the UCC, the acceptance is effective when sent if it is in fact received at the same time that an authorized form of acceptance would have been receive - the no harm no foul rule

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7
Q

UCC 2-206 “prompt shipment” contracts

A

How is offeree (the seller) to accept the offer to buy goods?

By shipping what was ordered (unilateral)

by promising to ship what was ordered (a bilateral contract)

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8
Q

Prompt shipment offer

A

An offer by a buyer for prompt or immediate shipment by the seller

ex. please ship for immediate delivery

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9
Q

Shipment of conforming (binds) or nonconforming (breaches):

A

goods can operate as an acceptance

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10
Q

Sellers should give notice (with the shipment, before the shipment, or within a reasonable period of time after shipment):

A

that nonconforming shipment is an accomondation - otherwise a trap for the unwary seller (shipment is an acceptance, and shipment of nonconforming goods is a breach

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11
Q

Seller must give notice to buyer that goods have been shipped:

A

within a reasonable period of time after acceptance by shipment of the goods to prevent buyer from purchasing the goods elsewhere believing that the seller was not going to ship

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12
Q

Unless other ambiguously indicated by the language or circumstances:

A

an offer to make a contract shall be construed as an inviting acceptance in any manner and by any medium reasonable in the circumstances

A shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accomodation to the buyer

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13
Q

Where the beginning of a requested performance is a reasonable mode of acceptance:

A

an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance

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14
Q

Termination of an Offer

Lapse of time (prior to acceptance)

A
  1. If offer is silent - after reasonable time offer automatically terminates — what is a reasonable time?
  2. if offer providesss for duration - offer then controls
  3. Always control this issue within the terms of the offer to avoid uncertainty and the risk of a dispute
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15
Q

Termination of an Offer

A
  1. death or dstruction of subject matter (prior to acceptance)
  2. death or legal incompetency of offeror or offeree (prior to acceptance)
  3. superventing illegality (prior to acceptance) - the subject matter/purpose of the contract becomes illegal prior to acceptance
  4. revocation of offer by offeror (prior to acceptance)
    - revocation always possible prior to acceptance by offerree
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16
Q

Exceptions to revocation of offer by offeror

A

a. option contract - when you are paid to keep an offer open for a specified period of time
b. promissory estoppel
c. UCC 2-205 – firm offers by merchants

17
Q

UCC 2-205 firm offers by merchants - elements

offers by merchants cant be revoked

A
  1. an offer by a merchant )to buy or sell)
  2. in a writing
  3. signed by the merchant (signed includes any symbol executed or adopted by a party to authenticate a writing)
  4. which gives assurance that it will be held open - not enough to simply establish a time by which the offer must be accepted
18
Q

In no event may such a period of revocability exceed:

A

3 months

19
Q

Revocation must be:

A

communicated and received to be effective (dispatch rules do not apply)

can be express or implied (words or actions)

20
Q

Rejection by offerree

A
  1. must be communicated and received to be effective - can be express or implied
  2. counteroffer is implied rejection (which terminates original offer)
    - changed/added terms (vs continued negotiations)
    - conditional acceptance (i accept provided)
  3. Restatement of Contracts exception to the complete-when-posted- doctrine (dispatch rule) - applies when attempted rejection precedes in time attempted acceptance
  4. situations
21
Q

Uniform electronic Transactions Act (UETA)

A

Governs electronic transactions, signatures and related records

Both parties must agree to conduct the transactions by electornic means

transaction must be reduced to a “record”

22
Q

Sending issues - unless otherwise agreed, an electornic record is sent when:

A
  1. is propertly addressed to an information processing system designated by the recipient
  2. is in a form capable of being procesed by that system
  3. enters an information processing system outside the control of the sender

*email is sent when the “send” buttom is clicked

23
Q

An electronic record is received when:

A
  1. enters an information processing system designated by the recipient
  2. is in a form capable of being processed by that system
    ex. email does not have to be opend in order for receipt to have occurred
24
Q

UCITA

A

A proposed model act intended to address e-commerce - regulate the creation, performance and enforcemet of computer info transactions

25
Q

Shrink-wrap licenses

A

Wrapping software in packaging that advises users that use of the software is subject to the license terms

26
Q

Click-wrap licenses

A

Users must affirmately agree to license terms by checking a box or hitting an “I accept” button

27
Q

“Browse-wrap licenses”

A

Users alerted to the license but no required affirmative consent on the part of the user

28
Q

4 elements of negligence

A
  1. duty owed - did you have a duty to be non-negligent
  2. breach of the duty – grading the conduct of the defendant
  3. proximate (legal) cause - first is there actual cause, if so, is there proximate cause?
  4. injury - was a legally-protected right adversely affected
29
Q

Sale of goods? if yes, then

A

a. UCC applies
b. are merchants involved as a seller or buyer?

30
Q

Sale of goods? If no then

A

a. UCC does not apply
b. common law of contract and selected statutes apply

31
Q

Irrelevant

A

A communication may have no legal significance

32
Q

A possessor of land who knows of dangerous conditions on his property and fails to warn licensees is liable =>

A

only if he should expect that they will not discover the danger

33
Q

Why could res ipsa loqutur be beneficial?

A

It establishes a prsumption of a breach of the duty of care by the defendant without the need to show exactly how the accident happened

34
Q

strict liaibility

A

nature of activity determines liability

35
Q

Wisconsin rule on jointly and several liability

A

Only defendants that are 51% or more liable can be held jointly and several liable

36
Q

I will purchase from you all of the Grade A hamburger I need during the next 90 days in the operation of my restaraunt upon the following terms (price, delivery , etc.)

A

Requirements contract

37
Q

I will sell you the entire Grade A hamburger we process in the next 90 days from our Madison facility upon the following terms (price, delivery)

A

Output contract

38
Q
A

Business Law (14 decks)

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