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Formation (Offer (including counter-offer) (An offer terminates when (It…

- - - - Individual or well-defined group
      - Broadcast widely, provided there is a means to limit the number of offerees to the number of contracts that could be performed (e.g. to the first person who...)
    - - Terms are be clear, definite, and explicit, and leave nothing to negotiate
        
        UCC Refinement: The only essential term is quantity of the goods
      - "Yes" will conclude the deal
      - Refinement: advertisements are not generally offers
        
        Exception: An ad is an offer when:
        
        limits the power of acceptance (e.g. first-come-first-serve) #
        
        terms are clear, definite, and explicit and leave nothing to negotiate #
  - - - Exception: Certain offers cannot be revoked:
        
        Option contract: An offer cannot be revoked when it is held open by an option contract: The offeree provides something of value (consideration) in exchange for a promise to keep the underlying offer open for a fixed period of time.
        
        UCC: firm offer: Merchant makes a written offer promising to keep the underlying offer open for a fixed period of time not to exceed 90 days
      - Indirectly revoced: The offeror acts inconsistently with the offer remaining AND the offeree learns of such acts from a reliable source
      - Directly revoked
- - - - Refinement: Common Law: if the terms of acceptance do not mirror the offer, the acceptance becomes a counter-offer
        #
        
        Refinement to the refinement: A mere inquiry, grumbling acceptance, or expressly stating terms that are already implied by law does not destroy the mirror image
    - - Refinement: Silence does not constitute acceptance
        
        Exception to the refinement: Silence may serve as acceptance when the parties have developed a pattern and practice of silence as acceptance
      - In response to a unilateral offer: By performance
        
        UCC Refinement: An offer requesting shipment of goods can be accepted by prompt shipment or a promise to ship the goods
      - In resonse to a bilateral offer: By promise
      - Unspecified: by any reasonable means
  - - - Exception to the Exception: When an offeree receives a rejection before a previously mailed acceptance, and reasonably relies on the rejection, the rejection is effective