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10 Cards in this Set

  • Front
  • Back
Elements of Contract Formation
1. Mutual Assent=offer + acceptance
(objective standard)
2. consideration or substitute (e.g. promissory estoppel, detrimental reliance, good faith modification, UCC)
3. no defenses to formation (e.g. mistake, lack of capacity, illegality, statute of frauds)
Quasi-contract
- Equitable remedy
- an implied K to avoid unjust enrichment
Elements of an Offer
1. an expression of promise, undertaking or commitment to enter into a K
2. definite and certain in its terms
3. communicated to the offeree

Look at: language used, surrounding cx, prior relationship, method of communication, custom of the industry, degree of definiteness and certainty
Definiteness of Subject Matter in an Offer
1. real estate transactions require ID of land and price terms
2. Ks for the sale of goods, the quantity must be certain or capable of being made certain (e.g. requirements/output Ks)
3. Employment Ks the duration must be specified
Termination of an Offer
Four methods
1. lapse of time
2. termination by operation of law (a) death of either party before acceptance (except when (i) there was an option contract, or (ii) part-performance of offer to enter into a uni-K)
(b) destruction of the K's subject matter
(c) supervening illegality
3. Revocation--only offeror can revoke; offeree must be aware of revocation. To revoke use:
- words: unambiguous statement by offeror to offeree
- conduct: unambiguous conduct by offeror indicating unwillingness to K; offeree must know
4. Rejection by offeree
(a) express rejection
(b) counteroffer/conditional acceptance
(c) mirror image rule
UCC Firm Offer Rule
An offer cannot be revoked for up to three months if
1. offer to buy/sell goods
2. signed, written promise to keep offer open
3. party is a merchant

- 3 months is the floor & ceiling no matter what.
- does not require consideration
Irrevocable Offers
1. options: promise to keep offer open; offeree must pay consideration
2. UCC Firm Offer Rule: for goods, offeror is a merchant
3. detrimental reliance: offeror can reasonably foresee that offeree would detrimentally rely
4. start of performance of a uni-K; mere preparation is not enough
Rejection of an Offer
Only an offeree can reject; rejection effective when received.
1. express rejection
2. indirect rejection
(a) counteroffer=rejection + new offer; original offeror must accept new counteroffer for K to be complete
(b) conditional acceptance: terminates original offer & becomes a new offer. Uses words like: "if, only if, provided that, so long as, but." Orig. offeror must accept condition for K to be formed
(c) Mirror Image Rule: if response to offer adds new terms it is like a counter offer
Option Contract
A separate K. Offeree pays consideration to offeror to keep offer open/irrevocable

Rejection of an option does NOT terminate the offer; offeree may still accept the offer within the option period unless offeror has deterimentally relied on the offeree's rejection.
Acceptance
Bilateral K:
1. offeree has power to accept (i.e., the person to whom offer was made; BUT option K's supported by consideration can be assigned to new offeree)
2. unequivocal terms of acceptance
(a) Mirror Image Rule
(b) UCC--offer/acceptance don't need to mirror BUT... (see card)
3. communication of acceptance (objective standard); UCC permits acceptance by any reasonalbe means unless offeror unambiguously limits acceptance to a particular means

Unilateral K: Performance is the ONLY possible method of acceptance