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18 Cards in this Set

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Acceptance Overview
step one: is it a bilateral K or unilateral K?
Acceptance for Unilateral Ks v. Bilateral Ks.

1. Performance v. Promise to Perform

2. Start of Performance as Acceptance

3. Improper Performance as Acceptance

4. Silence

5. Mailbox Rule for Time when Acceptance is Effective + Exceptions to Mailbox Rule
Tim Gun offers Laura a job that states, "You can accept this offer ONLY BY reporting for work at Parsons on Monday"
Laura emails Tim back, "I accept!"

QUESTION: Has Laura accepted the offer?
No acceptance. Offer controls manner of acceptance b/c the language in offer was explicit. It stated performance was required for acceptance.

RULE: An offer can control the manner of acceptance (but it usually does not)
B faxes S an order for widgets stating: "You can accept this offer only by shipping the widgets within 24 hours."

S faxes B saying "I accept. I will ship within 24 hours."

QUESTION: If S does not ship widgets to B within 24 hours, is S liable to B for breach of K?
No, S did not breach because a K was never really formed. B's offer explicitly stated S could accept ONLY BY shipping within 24 hours. So no acceptance unless S actually did ship within the 24 hours and S did not actually ship.

RULE: A unilateral K is accepted ONLY BY performing.
B faxes S an order for widgets stating: "Widgets MUST be shipped within 24 hours."

S faxes B saying: "I will ship within 24 hours."

QUESTION: If S does not ship widgets to B within 24 hours, is S liable to B for breach of K?
Yes liable for breach. S's promise was good enough to act as acceptance b/c the offer did not require performance for acceptance (its a bilateral K).

RULE: For bilateral K, promise to perform is good enough for acceptance. But for a unilateral K, there must be performance as stated in the Offer.

RULE: Look at language of the offer to tell is its a bilteral K or unilateral K.

TIP: Unilateral K look for "ONLY BY" language.
House offers Painter 10k to paint his house. Painter does not respond verbally, but starts painting the house.

QUESTION: Has painter accepted the offer so that he is now bound to finish the job?
Yes. Why?

Step One: This is a bilateral K b/c offer did not specify performance for acceptance.
Step Two: Bilateral Ks can be accepted by starting performance

RULE: When there is a Bilateral K, start of performance is good enough acceptance to bind. But starting performance is not enough to accept a unilateral Ks. For unilateral Ks, starting performance only makes Offer irrevocable. Unilateral Ks require complete performance for acceptance.
O offers P 5k to paint her house and O's offer states P can accept ONLY BY performance. P starts to paint the house.

QUESTION: Has P accepted O's offer?
No acceptance.
Step One: This is a unilateral K.
Step Two: This is part performance and part performance does not = acceptance when K is unilateral. RULE: only complete performance is true acceptance.
O offers P 5k to paint her house and O's offer states P can accept ONLY BY performance. P starts to paint the house.

QUESTION: Can O revoke her offer to P to paint the hosue for 5k?
No. RULE: Even though part performance is not true acceptance under a unliteral K (meaning P wouldn't have to finish the job), part performance means offeror cannot revoke.
O offers P 5k to paint her house and O's offer states P can accept ONLY BY performance. P starts to paint the house.

Then O2 offers P to paint her Apartment for 10k.

QUESTION: Can P ditch painting O's House and instead go paint O2's Apartment?
Yes on MBE, but No in NY.
MBE: P is free to take another job b/c he has not truly accepted this O's offer yet.

MBE RULE: Unilateral K can only be accepted to Complete Performance. This means that part performance does not prevent P from walking away. However, part performance does make the offer irrevocable by the offeror.

NOTE on MBE RULE: This rule sounds f'd up, but it's true. But think of it like this: Offeror chooses form of Offer. You choose Unilateral K, tough noogies when it comes to this rule.

NY RULE: Offerer Can revoke until performance in complete
I offered you 10K to paint my house white. You never responded to be verbally, but then you went ahead and painted my house pink!

QUESTION: Can I sue your ass for breach?

Remainder: what is Governing law?
Yes, I can sue you for breach.
There was an offer.

You accepted the offer with imporoper performance.

RULE: Improper Performance = acceptance AND breach.

Governing law is CL b/c service
I ordered a Coldplay CD from Amazon. Amazon sent me an Indigo Girls CD instead.

Q: What can I do? What law governs?
I can sue for breach.

1. I made an offer
2. Amazon accepted by improper performance (sending me the wrong cd)
3. Improper performance also =s breach.


This is UCC b/c buying a good.
I ordered a Coldplay CD from Amazon. Amazon sent me an Indigo Girls CD instead. Even though Amazon sends with wrong CD, they also send a note saying: "Amazon is out of Coldplay, but we are sending Indigo Girls 'as an accomodation,' in hopes that is meets your needs."

What can I do?
On these facts alone, I can't do anything b/c Amazon never accepted my offer to buy Coldplay CD from them. By including a note, Amazon has made a counteroffer which I am free to accept or reject.

RULE: No Acceptence = No Breach
I leave a note on Dave's Barbri Book during the break saying: "I offer to sell you my computer for 1k. If I don't her from you by 9 tonight, you have accepted." Dave never responds.

Q: Did Dave accept my offer?
No. I, as the offeror, cannot single-handedly turn offeree's silence into an acceptance.
On May 6, Borat gets a letter offering him an "awesome gif" for 5k. On May 7, he mails his acceptance. On May 8, he receives letter revoking the offer.

Q. Result?
B's Acceptance was effective on May 7 - DATE ACCEPTANCE MAILED.

Revocation not effective b/c revocation becomes effective the date received. Here, revocation effective May 7th (too late b/c 1 day after Acceptance mailed and mailing day controls acceptance).
On May 6, Borat gets a letter offering him an "awesome gif" for 5k. On May 7, he mails his acceptance. On May 8, he receives letter revoking the offer.

But Borat's Acceptance letter gets lost in the mail
Q. Result?
Same result as if it had not been lost. RULE: Burden acceptance that is lost in mail transmission is on offeror.

The Result is same as card before:
B's Acceptance was effective on May 7 - DATE ACCEPTANCE MAILED.

Revocation not effective b/c revocation becomes effective the date received. Here, revocation effective May 7th (too late b/c 1 day after Acceptance mailed and mailing day controls acceptance).
Dave Thomas offers to Sell Wendy's to McDonalds for 10million. Dave's offer says: "Your acceptance must be received by Jan 9." On Jan. 9, McDonalds mails the acceptance. On Jan. 11, Dave receives the acceptance.

Q. Is Dave bound?
No. Offeror can trump mailbox rule by providing explicit acceptance dates in the K.
Dave Thomas offers to Sell Wendy's to McDonalds for 10million. McDonalds pays Dave 15k for his promise to hold the offer open until Jan 9. On Jan. 9, McDonalds mails the acceptance. On Jan. 11, Dave receives the acceptance.

Q. Is Dave bound?
No b/c the acceptance was not received until Jan. 11.

RULE: Mailbox rule doesnt apply to an irrevocable offer. Because Mailbox Rule n/a, the Offeror must receive the Acceptance by the last day of the option. (if mailbox rule was applied, you judge by day acceptance is sent)

NOTE: would be ok if Dave had recieved the acceptance on Jan. 9 - the last say of the option.
Acceptance + Later Rejection = ?
Mailbox Rule Applies UNLESS rejection arrives 1st AND offerer relies on the rejection

tip: don't be fooled just because a rejection gets there 1st. Also need reliance on the rejection.
Rejection + Later Acceptance = ?
Whichever arrives first. It's a race!