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10 Cards in this Set
- Front
- Back
Elements of Contract Formation
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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) |
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Quasi-contract
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- Equitable remedy
- an implied K to avoid unjust enrichment |
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Elements of an Offer
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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 |
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Definiteness of Subject Matter in an Offer
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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 |
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Termination of an Offer
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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 |
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UCC Firm Offer Rule
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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 |
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Irrevocable Offers
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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 |
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Rejection of an Offer
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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 |
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Option Contract
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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. |
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Acceptance
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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 |