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WFTB: Contracts - Coggle Diagram

- - - - Can be express or implied in fact
      - Offer by Offerror
        
        Objective manifestation of willingness to enter into an agreement
        
        Must have certain and definite terms:
        
        Required terms:
        
        UCC: Quantity
        
        UCC can fill the gap for other terms as long as there is an intent to contract
        
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        Common law: all essential terms (parties, subject matter, price, quanitity)
        
        Duration: if there is no duration in the agreement, courts will imply a "reasonable period"
        
        Employment contracts: presumption is at will employment relationship if not specified
        
        If terms are vague, intent is unclear
        
        Must be:
        
        made with intent (measured objectively)
        
        with words of promise
        
        to a person who could actually accept
        
        Invitations to deal are not offers
        
        Ads are not offers unless there is specific and limiting offer (ex: first come first serve or used car for $5,000)
        
        More definite the statement, the more likely it is an offer
        
        Termination of an offer:
        
        At a fixed time in offer or at a reasonable period if not stated
        
        Upon death or incapacity of offeree or offeror
        
        If offer has been accepted, contract does not automatically terminate
        
        Upon revocation
        
        Offer can be revoked anytime before acceptance -- but must be communicated to be effective
        
        Exception: Option Contract with separate consideration for the option to be enforcable
        
        Exception: UCC Firm Offer Rule -- If offeror is a merchant and there is an assurance the offer will remain open in a signed writing
        
        Held open for a reasonable time
        
        Form prepared by offeree must be separately signed by offeror
        
        Exception: Promissory Estoppel / Detrimental Reliance)
        
        When the offeree reasonably, foreseeably, and detrimentally relies on the offeror’s promise, offer may be irrevocable
        
        Exception: Partial Performance
        
        If unilateral contract: cannot revoke the offer once the offeree has begun performance unless the offeror has reserved the right to revoke
        
        If bilateral contract: Commencement of performance of a bilateral contract operates as a promise to render complete performance and constitutes an acceptance
        
        General offers (made to large number of people --usually via ad) can be revoked by notice at the same level of publicity as the offer
        
        Upon rejection
        
        Unless specifically revived by the offeror
      - Acceptance by Offeree
        
        Objective manifestation by the offeree to be bound by the terms of the offer
        
        Ways to accept:
        
        Unilateral v. Bilateral Acceptance
        
        In a unilateral contract, the offeree’s promise to perform is insufficient to constitute acceptance
        
        Requires complete performance
        
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        Bilateral must give notice of performance
        
        Way of acceptance can be dictated in the offer, but if not, can be any reasonable way
        
        Reasonable if:
        
        used by offeror
        
        used in customs of industry
        
        used in prior transaction by parties
        
        Silence is generally not acceptance
        
        If the buyer requests that the goods be shipped, then the buyer’s request will be construed as inviting the seller’s acceptance either by a promise to ship or by prompt shipment
        
        Mailbox Rule: An acceptance that is mailed within the allotted response time is effective when sent (not upon receipt)
        
        Different Terms:
        
        Common law - Mirror Image Rule: acceptance must mirror the terms of the offer (no different or additional terms)
        
        UCC: Additional or different terms included in an acceptance do not automatically constitute a rejection of the original offer
        
        When both parties aren't merchants, different terms are treated as proposal for additional terms that must be separatly accepted
        
        When merchants, contract exists under terms of acceptance unless:
        
        terms materially alter agreement
        
        offfer expressly limits the terms
        
        offeror objects to new terms in reasonable time