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Assent: The manifestation of mutual assent that takes the form of an offer…
Assent: The manifestation of mutual assent that takes the form of an offer and acceptance.
Offer: An act whereby one person confers upon another the power of acceptance.
Advertisements
are invitations to make offers.
Quotes
are not offers.
Method of acceptance
: Offeror may specify the type of acceptance that is required and may not require notification.
Lapse
: When the offer ends
Reasonable amount of time
: After an amount of reasonable time an offer revokes.
Face to face offer
: If an offer is made face to face, the offer generally ends when you're no longer face to face.
Definite amount of time
: If you have a definite amount of time to accept, the offer is dead after that point.
Revocation
: How an offeror can revoke the offer.
Offeror is master of the offer and can revoke at any time; Except:
Option K
: In order to be enforceable, the promise to keep an offer open must have consideration (like money in exchange for keeping the offer open).
Firm Offer in UCC
: A promise to keep an offer open has to be enforced even without consideration. Requirements: (1) only applies to buying or selling goods (2) Offer has to be by a merchant who is someone in the business or has professional knowledge about the trade (3) Has to be in signed writing (4) has to give assurances (5) 3 month cap on accepting the offer (6) Can't make the offer irrevocable without the other party knowing about it.
Reliance on an offer in a unilateral K
: An option contract is made to protect offeree from offerors revocation when the offeree tenders or begins invited performance. Does not apply to merely preparing to perform.
Reliance on an unaccepted offer
: A promise which the promisor should reasonably expect to induce action or forebearance of a definite and substantial character on the party of a promise and which does induce such action or forebearance is binding if injustice can be avoided only by enforcement.
Offer can be revoked on reliable information.
Death or incapacity
: Ends power of acceptance but does not end a K.
Rejection
: If you reject an offer that terminates the offer. A counter offer is a rejection of the offer.
Acceptance: Where the offeree exercises the power conferred upon him by the offer, and thereby binds the parties to the offer.
Effective acceptance
: (1) a manifestation of assent by the offeree to be bound to the terms; (2) that the acceptance be in a manner invited or required by the offer ans (3) acceptance must occur while the offer is still open.
Mirror Image Rule
: Acceptance must mirror terms of the offer, additional or different terms are a rejection or a counteroffer.
Methods of acceptance
: Where the offeror merely suggests a permitted method of acceptance, other methods of acceptance are not precluded.
Offer by promise
: Requires notification.
Acceptance by performance
: No notification if offeror will see performance.
Mailbox Rule
: Acceptance to enter into a K is when the letter is dispatched. However, offeror can expressly sat that offer is accepted upon formal receipt of letter.
Price lists
: A seller's price list is not an offer to the buyer.
Mailbox Rule
: Acceptance to enter into a K is when the latter is dispatched. However, offeror can expressly say that offer is accepted upon formal receipt of letter.
Definiteness
: Terms of an offer must be reasonably certain so as to provide a basis for determining the breach an appropriate remedy.
Indefinite terms
: No contract will be found if the terms of the parties "agreement" are unduly indefinite. For example: if parties intend to contract for soccer balls but they don't decide how many, price, or delivery.
Missing term
: Judges can supply a missing term on a reasonable basis so long as parties intended to contract.
Consideration
: In order for there to be a contract there must be a bargain for exchange.
Forbearance as consideration
: Forbearance can be consideration so long as you forbore something you had a right to do.
Settlement agreements
: Settlement of an unfounded claim asserted in good faith constitutes consideration for settlement agreements.
Past services
: are not valid consideration.
Equitable override
: A promise in recognition of a benefit previously received by the promisor from the promise is binding to the extent necessary to prevent injustice.
Gratuitous acts
: Gratitude for a gratuitous act is sufficient consideration to enforce a promise.
Continued employment as consideration
: Continued employment alone satisfies the contractual requirement of consideration in a covenant not to compete entered into by an at-will employee who is already employed by employer.
Modifying a K under UCC
: UCC abolishes duty rule and an agreement modifying a contract needs no consideration to be binding. But there must be good faith.
Promises as consideration
: A promise which is bargained for is consideration if, but only if, the promised performance would be consideration.
Illusory promises
: A promise is illusory if by the terms the performance of a promise is entirely optional with the promisor.
Promissory Estoppel
: A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise.
Damages
: usually reliance, which is status quo ante.
Restitution/Quasi-K
Physician
: A physician can recover in quasi-K a reasonable compensation for emergency services rendered on the spot to an unconscious accident victim.
Restitution
: A person can recover with quasi-K to restore to injured party and unjust enrichment.
Mirror Image Rule
Counter-offer if there are substantial differences
: Under common law if there are substantial differences in terms it's a counter offer.
Under UCC
: Between 2 merchants there can be conflicting terms to make a K. (1) Terms that have limits on acceptance don't go in. (2) If t here is a material alteration those terms don't go in.
Knockout doctrine
: if there is no contract on the writings but the conduct is such that there is a K, knockout rule comes in.
Article 2 Contract Formation: Courts want to enforce the K if parties intended to contract
.
Courts try to enforce K's for the same of goods
: A K for the sale of goods should be recognized if either the words of conduct of the parties show an intent to make an agreement.
A contract may be found even though the court cannot determine the exact moment of its making.
It is not fatal that some of the terms are left open, provided that it is clear that the parties intended to make a contract and the court can find reasonable certain basis for giving an appropriate remedy.
Statute of Frauds
: Contract has to be evidenced by writing that (a) reasonably identifies the subject matter of the contract (b) is sufficient to indicate that a contract with respect therto has been made between the parties or offered by the signer to the other party, and (c) states with reasonable certainty the essential terms of the under performed promises in the contract.
Performance > 1 year
: When duration of performance is explicitly going to have to be over a year then contract has to be in writing.
Real estate interest
: If contract has to do with any interest in land, it must be in writing.
Suretyship:
If contract is a suretyship, it has to be in writing.
Goods greater to or over $500
: When the contract involves goods priced at $500 and over, the contract has to be in writing.
Easy to satisfy SOF.
Reliance based exceptions to SOF
: the doctrine of estoppel may be used to assert the SOF to prevent fraud that would result from refusal to enforce oral contracts in certain circumstances.