Business Law: Formation Of Contracts (A)

Front 1

The party who makes an offer to enter into a contract:

Back 1

offeror

Front 2

A contract in which the offeror's offer can be accepted only by the performance of an act by the offeree:

Back 2

unilateral contract - a "promise for an act."

(contract cannot be created w/ a promise; there is no contract until the offeree performs the act.)

Front 3

A contract in which agreement between parties has been inferred from their conduct:

Back 3

implied-in-fact contract

Front 4

Withdrawal of an offer by the offeror that terminates an offer:

Back 4

revocation

Front 5

What is the doctrine of quasi-contract intended to prevent?

Back 5

1) unjust enrichment
2) unjust detriment

Front 6

A contract that has been fully performed on both sides:

Back 6

Executed contract (completed)

Front 7

States that the intent to contract is judged by the reasonable person standard and not by the subjective intent of the parties:

Back 7

objective theory of contracts

Front 8

The manifestation by 2 or more persons of the substance of a contract:

Back 8

agreement

Front 9

A contract entered into by way of exchange of promises of the parties:

Back 9

bilateral contract - a "promise for a promise."

(no act or performance is necessary to create the contract.)

Front 10

The enactment of a statute, regulation, or court decision that makes the object of an offer illegal:

Back 10

Supervening illegality (this terminates the offer)

Front 11

A contractual agreement that is expressed in written or oral words:

Back 11

express contract

Front 12

Something of legal value given in exchange for a promise:

Back 12

consideration

Front 13

An equitable doctrine that provides that the court may award monetary damages to a plaintiff for providing work or services to a defendant even though no actual contract existed between the parties:

Back 13

Quasi-contract (also called "implied-in-law" contract)

Front 14

The party to whom an offer to enter into a contract is made:

Back 14

offeree

Front 15

A rule that states that an acceptance is effective when it is dispatched, even if it is lost in transmission:

Back 15

Mailbox rule

Front 16

A contract that has not been fully performed by either or both sides:

Back 16

executory contract

Front 17

Something a person is already under an obligation to do:

Back 17

preexisting duty

Front 18

A promise that is unenforceable because it lacks consideration:

Back 18

gift promise

Front 19

A response by an offeree that contains terms and conditions different from or in addition to those of the offer:

Back 19

counteroffer - (terminates an offer)

Front 20

A contract that meets all the essential elements to establish a contract:

Back 20

Valid contract - (contract is enforceable by at least one of the parties).

Front 21

A doctrine that allows minors to disaffirm (cancel) most contracts they have entered into w/ adults:

Back 21

infancy doctrine

Front 22

An exchange that parties engage in that leads to an enforceable contract:

Back 22

bargained-for exchange

Front 23

Express words or conduct by the offeree that rejects an offer:

Back 23

rejection

Front 24

A manifestation of assent by the offeree to the terms of the offer in a manner invited or required by the offer, as measured by the objective theory of contracts:

Back 24

acceptance

Front 25

A stated time period after which an offer expires:

Back 25

lapse of time - (if no time is stated, an offer terminates after a reasonable time).

Front 26

A rule that states that in order for there to be an acceptance, the offeree must accept the terms as stated in the offer:

Back 26

Mirror image rule

Front 27

A promise to refrain from doing an illegal act:

Back 27

illegal consideration - (this promise will not support a contract)

Front 28

A contract in which the essential elements to create a valid contract are met but there is some legal defense to the enforcement of the contract:

Back 28

unenforceable contract

Front 29

The act of a minor to rescind a contract under the infancy doctrine:

Back 29

disaffirmance

Front 30

A person who has been determined to be insane by a proper court or administrative agency:

Back 30

adjudged insane - (contract into by such a person is void)

Front 31

A contract into which parties enter but one or both of the parties can choose not to perform their contractual obligations:

Back 31

Illusory promise - (contract that lacks consideration)

Front 32

States that if a minor has transferred money, property, or other valuables to the competent party before disaffirming the contract, that party must place the minor back into status quo:

Back 32

Competent party's duty of restitution

Front 33

The manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it:

Back 33

offer

Front 34

A promise that is based on a prior act or performance:

Back 34

past consideration

Front 35

A contract that has no legal effect; a nullity:

Back 35

void contract

Front 36

Statutes that make certain forms of gambling illegal:

Back 36

gambling statutes

Front 37

A person who is under contractual incapacity because of ingestion of alcohol or drugs to the point of incompetence:

Back 37

intoxicated person

Front 38

A minor's obligation to return the goods or property at the time of disaffirmance:

Back 38

Minor's duty of restoration

Front 39

The act of a minor after he has reached the age of majority by which he accepts a contract entered into when he was a minor:

Back 39

ratification

Front 40

A law that prohibits or limits the carrying of certain secular activities on Sundays:

Back 40

Sabbath law

Front 41

A contract to perform an illegal act:

Back 41

illegal contract - (cannot be enforced by either party to the contract)

Front 42

The transfer of contractual rights by an obligee to another party:

Back 42

assignment

Front 43

A person who is insane but has not been adjudged insane by a court or administrative agency:

Back 43

insane, but not adjudged insane

Front 44

A third party who is not in privity of contract but who has rights under the contract and can enforce the contract against the obligor:

Back 44

intended beneficiary

Front 45

A contractual provision that relieves one (or both) parties to the contract from tort liability for ordinary negligence:

Back 45

exculpatory clause

Front 46

A contract whose objective is the commission of an act that is considered immoral by society:

Back 46

immoral contract

Front 47

The reasonable value of food, clothing, shelter, medical care, and other items considered necessary to the maintenance of life for which a minor must pay after he or she contracts for them:

Back 47

necessaries of life

Front 48

A contract that unreasonably restrains trade:

Back 48

contract in restraint of trade

Front 49

An obligee who transfers a right:

Back 49

assignor

Front 50

An agreement where a person agrees not to engage in a specified business or occupation w/in a designated geographical area for a specified period of time following the sale:

Back 50

noncompete clause

Front 51

A party who is unintentionally benefited by other people's contract:

Back 51

incidental beneficiary

Front 52

A law that sets an upper limit on the interest rate that can be charged on certain types of loans:

Back 52

usury law

Front 53

A contract that has a negative impact on society or interferes w/ the public's safety and welfare:

Back 53

contract contrary to public policy

Front 54

A contract in which one or both parties have the option to void their contractual obligations:

Back 54

voidable contract

Front 55

A party to whom a right has been transferred:

Back 55

assignee

Front 56

A statute that requires a person or business to obtain a license from the government prior to engaging in a specified occupation or activity:

Back 56

licensing statute

Front 57

What 3 elements must be established to create an implied-in-fact contract?

Back 57

1) The plaintiff provided property or services to the defendant.

2) The plaintiff expected to be paid by the defendant for the property or services and did not provide them gratuitously.

3) The defendant was given an opportunity to reject the property or services provided by the plaintiff but failed to do so.

Front 58

Contracts that have been fully performed by one side but not by the other:

Back 58

executor contracts

Front 59

How is the intent to enter into a contract determined?

Back 59

Intent is determined using the OBJECTIVE THEORY OF CONTRACTS, i.e., whether a reasonable person viewing the circumstances would conclude that the parties intended to be legally bound.

Front 60

What type of contract would a contract to commit a crime be classified as?

Back 60

a VOID CONTRACT

Front 61

What 2 requirements must an agreement contain?

Back 61

An OFFER and an ACCEPTANCE

Front 62

What are the 4 essential elements of a valid contract?

Back 62

The contract must:
1) consist of an AGREEMENT between the parties.
2) be supported by legally sufficient CONSIDERATION.
3) be formed between parties w/ CONTRACTUAL CAPACITY.
4) accomplish a LAWFUL OBJECT.

Front 63

What 2 elements must be established for a contract supported by legal value?

Back 63

1) The promise suffers a LEGAL DETRIMENT.
2) The promisor receives a LEGAL BENEFIT.

Front 64

A contract that provides that one of the parties has to perform their obligation only if he or she chooses to do so:

Back 64

illusory contract

Front 65

What are the 3 elements required for an offer to be effective?

Back 65

1) The offeree must OBJECTIVELY INTEND to be bound by the offer.
2) The terms of the offer must be DEFINITE or reasonably CERTAIN.
3) The offer must be COMMUNICATED to the offeree.

Front 66

When are contracts based on the preexisting duty of the promisee enforceable?

Back 66

The promise is enforceable if:
1) the parties rescind the contract and enter into a new contract.
2) there are unforseen difficulties.

Front 67

What 2 elements must be established in a contract supported by consideration?

Back 67

1) Something of LEGAL VALUE must be given.
2) There must be a BARGAINED-FOR EXCHANGE.

Front 68

Any age below the statutory age of majority:

Back 68

period of minority

Front 69

What must be given in order for a contract that is based on a party's past consideration to be enforceable?

Back 69

New consideration must be given.

Front 70

Who are the 2 parties to a contract?

Back 70

1) OFFEROR - makes an offer to enter into a contract

2) OFFEREE - person to whom an offer to enter into a contract is made

Front 71

What are quasi-contracts based on?

Back 71

The doctrine of equity

Front 72

What rights can and cannot be assigned?

TYPE OF RIGHTS:
1) Personal service contracts

2) Future rights

3) Contracts where assignment would materially
alter the risk

4) Legal actions involving personal rights

5) Legal actions involving breach of contract

Back 72

1) PERSONAL SERVICE CONTRACTS
Generally cannot be assigned

2) FUTURE RIGHTS
Do not currently exist; cannot be assigned

3) CONTRACTS WHERE ASSIGNMENT WOULD MATERIALLY ALTER THE RISK
Cannot be assigned

5) LEGAL ACTIONS INVOLVING BREACH OF CONTRACT
Can be assigned

Front 73

Why are gift promises unenforceable?

Back 73

They lack consideration.

Front 74

Only _____ has the legal power to accept an offer and create a contract.

Back 74

The offeree

Front 75

An invitation to make an offer:

Back 75

general advertisement

Front 76

A third party to whom a benefit or gift is intended:

Back 76

Donee beneficiary

Front 77

An agreement whereby the parties agree to accept something different in satisfaction of the original contract:

Back 77

accord

Front 78

What rule requires the offeree to accept the offeror's terms?

Back 78

The mirror image rule

Front 79

Courts that settled disputes where an award of monetary damages would not be a proper remedy, or where fairness required the application principles:

Back 79

equity courts

Front 80

A clause that prohibits the assignment of rights under the contract:

Back 80

anti-assignment clause

Front 81

An unconditional promise to perform:

Back 81

covenant

Front 82

An original creditor who becomes a beneficiary under the debtor's new contract:

Back 82

Creditor beneficiary

Front 83

The settlement of a contract dispute:

Back 83

accord and satisfaction

Front 84

Nonperformance that is excused if an extreme or unexpected development or expense makes it impractical for the promisor to perform:

Back 84

commercial impracticability

Front 85

A condition, if it occurs, that automatically excuses the performance of an existing contractual duty to perform:

Back 85

condition subsequent

Front 86

The performance of an accord:

Back 86

satisfaction

Front 87

Contract law developed primarily by state courts:

Back 87

common law of contracts

Front 88

A clause that permits the assignment of the contract only upon receipt of an obligor's approval:

Back 88

approval clause

Front 89

Exchange that parties engage in that leads to an enforceable contract:

Back 89

bargained-for exchange

Front 90

A contract entered into with the intent to confer a benefit or gift on an intended third party:

Back 90

donee beneficiary contract

Front 91

A doctrine that permits judges to make decisions based on fairness, equality, moral rights, and natural law:

Back 91

Doctrine of equity

Front 92

The agreement whereby parties agree to settle a contract dispute by accepting something different than provided in the original contract:

Back 92

accord

Front 93

A stipulation in the offer that says the acceptance must be by a specified means of acceptance.

Back 93

express authorization

Front 94

A term in a contract which can reasonably be supplied by the courts:

Back 94

implied term

Front 95

When a minor voluntarily leaves home and lives apart from his or her parents:

Back 95

emancipation

Front 96

A qualified promise that becomes a covenant if it is met:

Back 96

conditional promise

Front 97

When both parties are equally at fault in an illegal contract:

Back 97

in pari delicto

Front 98

What doctrine is intended to prevent unjust enrichment or unjust detriment?

Back 98

Quasi- or implied-in-law contract

Front 99

What type of consideration is not considered legally sufficient in many states?

Back 99

nominal consideration

Front 100

What are the special types of contracts for which minors may be liable?

Back 100

1)Medical, surgical, and pregnancy care
2)Psychological counseling
3)Health and life insurance
4)Performance of duties relating to stock and bond transfers, bank accounts, etc.
5)Educational loan expenses
6)Contracts to support children
7)Contracts to enlist in the military
8)Artistic, sports, and entertainment contracts

Front 101

What happens to the contract if a person is adjudged insane?

Back 101

The contract is VOID, and neither party can enforce the contract.

Front 102

What are the remedies for an unconscionable contract?

Back 102

Court can:
1) refuse to enforce the contract.

2) refuse to enforce the unconscionable clause but enforce the remainder of the contract.

3) limit the applicability of any unconscionable clause to avoid any unconscionable result.

Front 103

What serves as a basis for many of our daily activities?

Back 103

Contracts

Front 104

What are 4 exceptions involving illegal contracts?

Back 104

1) Innocent persons who were justifiably ignorant of the law or fact that made the contract illegal.
2) Persons who were induced to enter into the contract by fraud, duress, or undue influence.
3) Persons who entered into an illegal contract withdraw before the illegal act was performed.
4) Persons who were less at fault than the other party for entering into an illegal contract.

Front 105

Parties may voluntarily perform a contract that is ____.

Back 105

unenforceable

Front 106

A contract must arise from a _____.

Back 106

bargained-for exchange

Front 107

What do attorneys and judges refer to for guidance in contract disputes?

Back 107

The Restatement (Second) of Contracts

Front 108

What happens to the contract if a person is insane, but not adjudged insane?

Back 108

The contract is VOIDABLE by the insane person, but the competent party cannot void the contract.

Front 109

What is the major source of contract law in the United States?

Back 109

The common law of contracts

Front 110

What are the 3 elements of an unconscionable contract?

Back 110

1) The parties possessed severely unequal bargaining power.

2) The dominant party unreasonably used its unequal bargaining power to obtain oppressive or unfair contract terms.

3) The adhering party had no reasonable alternative.

Front 111

Who has the burden of proof to show that a contract is unlawful?

Back 111

The party who asserts its illegality.

Front 112

Tom and Jerry bet on who would win the Olympics. Tom lost and paid Jerry the $1,000 they bet. Later Tom learned that gambling was illegal where they had bet. Tom now wants his money back, and has sued Jerry. Who will the court rule in favor of?

Back 112

Jerry, because the court will leave the parties where it found them.

Front 113

In a contract for the sale of an automobile, which set of contract rules will primarily govern this transaction?

Back 113

Uniform Commercial Code

Front 114

Mason advertised the sale of his bicycle for $400. Joe saw the ad and told Mason that he wished to accept. Mason said nothing. Based on these facts, has a contract been formed?

Back 114

No, because Mason's ad was not an effective offer.

Front 115

Joe hired Bob to mow Joe’s lawn and Bob mowed Susan’s lawn by mistake. Susan peers out her window and sees Bob mowing, yet says nothing to Bob about his mistake since Susan needs to have her lawn mowed. When Bob approaches Susan for payment, Susan refuses, arguing that she never asked Bob to mow her lawn. Under these circumstances, Bob can recover payment from Susan under:

Back 115

quasi contract

Front 116

When can the offeror effectively revoke his/her offer?

Back 116

Only before a contract has been formed.

Front 117

Joe sent an offer to Susan via mail on February 24. This offer was received by Susan on February 27. On February 26 Joe’s secretary told Susan about Joe’s offer. Susan sent her acceptance of this offer on February 28. When did Joe’s offer become effective?

Back 117

On February 27

Front 118

Alice offers to sell her computer to Brad for $300. Brad says he will accept if Alice includes her printer. What is the contract?

Back 118

There is no contract, because Brad has made a counteroffer.

Front 119

On Feb. 22 you enter into a contract with a landscape company to provide services from May 1 until March 1 of next year. This contract is oral only, not written or signed. Is this contract enforceable?

Back 119

No, because it is long term.

Front 120

Maria went to her dentist. Neither party discussed the payment terms.

Later, Maria's dentist sent her a bill for dental services. Is Maria is obligated to pay the dentist's bill?

Back 120

Yes - she is obligated to pay the bill under the implied contract theory.

Front 121

Death or insanity of the offeror has what legal effect on the offer?

Back 121

It automatically terminates the offer.

Front 122

If there is no time specified for the acceptance of an offer, when does the offer terminate?

Back 122

After a reasonable period of time.

Front 123

Gary mails an offer to Brian on June 15. Brian receives the offer on June 16. Gary mails a revocation of the offer on June 17. Brian mails a letter of acceptance on June 18. Brian receives the revocation on June 19. Was a contract formed?

Back 123

Yes, on June 18.

Front 124

Joe works at a Dallas-based accounting firm. The firm's employment contract contains the following clause: "Employee agrees that he will not practice accounting in Dallas for six months after termination of his employment with this firm." Joe signs the contract, works for five years, and then resigns and immediately opens his own accounting firm in Dallas. His former employer sues him for breach of contract. Who will win this case?

Back 124

Joe's former employer will win, because this non-competition clauses is reasonable.

Front 125

Jim saw an advertisement in the Daily News stating the Wolf Sporting Goods Store was “offering to sell Browning shotguns, model 100, for $400.” Jim went the next day to Wolf’s store and said “here is $400, I accept your offer to sell me a Browning model 100 for $400”. Has an enforceable contract been formed?

Back 125

No, because the ad was not a contract offer.

Front 126

Abe, a builder, contracts with the city of Moscow to build a new mall. O’Malley is a hotel owner near the new mall, so he stands to benefit once the mall is built. However, Abe backs out of the contract to build the mall. O’Malley wants to sue Abe for his loss. What is the result?

Back 126

O’Malley is an incidental beneficiary and cannot sue Abe.

Front 127

When is the revocation of an offer effective?

Back 127

When it is received by the offeree

Front 128

Carlos tells Sally he will sell her his car for $5,000. Sally agrees. The exchange is to take place in ten days. The contract between Carlos and Sally is now:

Back 128

bilateral, executory, and express

Front 129

Evan wrote a letter to his friend Fred offering to sell Fred an 80-acre farm for $200,000. After mailing the letter, Evan learns that the farm is actually worth $300,000 and he changes his mind about selling. Can Evan do anything?

Back 129

Evan can revoke his offer at any time before acceptance, because there is no consideration to keep the offer open.

Front 130

Ted, while he was a minor, failed to disaffirm a contract during his minority or for a reasonable period after becoming an adult. This contract was automatically:

Back 130

ratified

Front 131

Edna is the leading brain surgeon in the U.S. She enters into a contract to perform a difficult brain operation on Ben. Edna is very busy and wants to assign this contract to a less experienced surgeon, Charles. This would be Charles’ first operation of this type. Can anyone prevent this assignment?

Back 131

Yes - Ben can prevent this assignment because there is a personal services contract.

Front 132

Betty, age 16, buys a car and wrecks it one week later. She takes it back to the seller and demands all her money back. Is she entitled to get all her money back even though the car is now damaged?

Back 132

Yes, regardless of the condition of the car, because this was a voidable contract.

Front 133

A court has held that a certain contract violates public policy. This contract will be treated the same as:

Back 133

An illegal contract

Front 134

Sarah is 16 years old. She left home at age 15; her parents no longer support her. Sarah entered into a contract with Best Groceries for the purchase of $100 of groceries on credit. The groceries consisted of basic, necessary items. However, their reasonable value is only $80. If Sarah discovers that she has been overcharged and refuses to pay, what is Best entitled to collect?

Back 134

$80

Front 135

A contract may be enforced by a third party beneficiary if that beneficiary is a(n):

Back 135

intended beneficiary

Front 136

Otto was 17 years old when he purchased a new Hummer for $70,000. When Otto turned 20 years old he wanted to disaffirm this contract. Does he have this right?

Back 136

No, because Otto impliedly ratified this contract.

Front 137

Damages that are agreed upon at the time the contract is entered into:

Back 137

liquidated damages

Front 138

Bill is 17 years old. His parents no longer support him. He purchases bread and eggs from a grocer on credit, then does not pay. Does the grocer have a right to payment from Bill for these items?

Back 138

Yes, because these items are “necessaries”. (only the REASONABLE value)

Front 139

Jack was so drunk that all his judgment was impaired. While he was drunk, Jack entered into a contract with Sam, who sold Jack a used car. What will happen to the contract?

Back 139

The contract may be voidable at the option of Jack.

Front 140

Will, a car salesman, sells Al a car and states that it is "the best little honey in town," but makes no other guarantee. Jones buys the car and on the way home, the
engine blows up. Did the salesman breach a contract?

Back 140

No - the words of the salesman are considered ''puffery.''

Front 141

Mindy purchased a stereo when she was 16 years old. Mindy has used the stereo for a year, and she now wants to avoid the contract. Can she?

Back 141

Yes - she can disaffirm the contract, and the seller must repay all money paid by Mindy.

Front 142

Suppose Sue confronts Bob and says, "Are you interested in selling your building for $2 million?" Bob replies, "That sounds reasonable to me." Does a valid contract exist?

Back 142

No - because no valid contract results from PRELIMINARY NEGOTIATIONS.

Sue's question was only an invitation to make an offer or an invitation to negotiate.

Front 143

Suppose a fire destroys an office building that has been listed for sale. Can Bob still try and buy the office building?

Back 143

No - the offer is now terminated b/c the subject matter (building) of the seller's offer was destroyed.

Front 144

What action simultaneously terminates an offeror's offer and creates a new offer?

Back 144

A COUNTEROFFER by the OFFEREE

Front 145

What is the lapse of time for an offer made face-to-face or during a telephone call?

Back 145

The lapse of time usually expires after the conversation.

Front 146

An offer (and contract) must generally contain what 4 terms?

Back 146

1) identification of the parties.
2) identification of the subject matter & quantity.
3) consideration to be paid.
4) time of performance.

Front 147

Joe is at a car dealership and finds one he likes. The salesman makes him an offer of $16,000. Joe replies, "Okay, I'll take the car, but I sure wish you would make me a better deal." Did Joe make an acceptance?

Back 147

Yes - a "grumbling acceptance" is still a legal acceptance.

Front 148

Suppose Mr. Jones, the CEO of Ace Co., decides to sell his business to Baker Co. & puts the offer in writing. Assume that the offer is on Mr. Jones's desk. Mr. L, an agent for Baker Co., sees the offer on Mr. Jones's desk & tells the CEO of Baker about the offer. Will an offer result?

Back 148

No - the offer is not acceptable b/c Mr. Jones never communicated it to the CEO of Baker Co.

Front 149

Is this statement a valid offer?

"I will buy your house for $5 million."

Back 149

Yes - because it indicates the offeror's present INTENT TO CONTRACT.

Front 150

Harry, sales manager of ABC Co., offers to sell 100 computers to Ted for $250,000. Harry's offer is made on August 1, but Ted tells Harry he is not interested. Ted later decides that he DOES want to purchase the computer. Can Harry still sell Ted the computers?

Back 150

When Ted told Harry that he was not interested the first time Harry made an offer, Ted's rejection TERMINATED the offer. If Ted later decides that he does want to purchase the computers, and ENTIRELY NEW CONTRACT must be formed.

Front 151

Phil, who has worked for Acme Co. for 20 years, is retiring. The president of Acme says, "Because you were such a loyal employee, Acme will pay you a bonus of $10,000." Later, Acme refuses to pay Phil the money and Phil sues. Who wins?

Back 151

Acme Co. will win - the contract is unenforceable b/c it is based on past consideration.

Front 152

What protects unsophisticated borrowers from loan sharks and other who charge huge rates of interest?

Back 152

usury laws

Front 153

Suppose a bank offer to loan ABC Co. $5 million at an 18% interest rate. Prior to ABC's acceptance of the offer, the state legislature enacts a statute that sets a usury interest rate of 12%. Does the bank's offer still stand?

Back 153

No - the bank's offer automatically terminated when the usury statute became effective; it is a SUPERVENING ILLEGALITY.

Front 154

Why do many states prohibit police officers from accepting reqards for apprehending criminals?

Back 154

Because the police officers have a PREEXISTING DUTY, which lacks consideration.

Front 155

When is an offer made by an offeror effective?

Back 155

When it is received by the offeree.

Front 156

During what instances can offers be terminated operation of law?

Back 156

Offer can be terminated through:
1) a lapse of time.
2) destruction of the subject matter.
3) death or incompetence of the offeror or offeree.
4) a supervening illegality.

Front 157

In what 3 ways can a minor dissafirm a contract?

Back 157

He/she can disaffirm the contract:
1)orally
2)in writing
3)by his conduct