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27 Cards in this Set
- Front
- Back
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Lucy v. Zehmer
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Case showing that court looks to outward expression, objective manifestations of intent to be bound, not parties subjective intent, but offer and acceptance must be in good faith
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Relevant facts to holding in Lucy v. Zehmer
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K was under discussion for forty minutes or more before signed, objection to first draft, rewriting to meet objection and signing, particular details
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Keller case
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Case showing that unreasonable amount offered for goods is not an offer made in good faith and thus is not upheld
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Pepsi Case
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Case where court held the offer was "obviously absurd" and that no objective person could reasonably have concluded that there was an offer
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Statements made for social purposes or among family members
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Promisor may not have intended to make a legally enforceable promise
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Mitzel v. Hauck
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Hunting case where two buddies go on a hunting trip, one sues the other and says he's not a guest- judge rationalizes that "to spell out a contract from this hunting trip of these young men..would transcend reality"
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Hawkins v. McGee
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Case showing that even normal language can be seen as an offer, mere expressions of opinion or predictions aren't enough to constitute an offer, but a guarantee in order to solicit business may be
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Gentleman's Agreements
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Agreements that sate that the parties are not legally bound, K is unenforceable, same result when written agreements are made as a sham for the purposes of deceiving others
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Cohen v. Cowles Media
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Circumstances may indicate a party's intention not to be bound. In this case, the SC concluded that reporters promise to keep his source confidential was not enforceable because the court was "not persuaded that in the special milieu of media newsgathering a source and a reporter ordinarily believe they are engaged in making a legally binding contract"
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Formal Contract Contemplated
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Must look to see if parties intended to be bound, courts will honor language that shows express intent that no contract shall exist. Some courts look to only the exchange of acts or promises as well as the lack of one of the parties expression as to intent not to be bound until writing. Others look to 1) Whether there has been an express reservation not to be bound, 2) whether there has been partial performance, 3) whether all of the terms of the K have been agreed upon, and 4) whether the agreement at issue is the type of K that is usually committed to writing
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Ultimate question of fact as to offers
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Whether a reasonable person in the position of the other party would understand that payment was expected for the services and that they were not gratuitous
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Basic offer rules
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No formalities required, can be made by spoken or written words or inferred from conduct, not effective until it reaches the offeree, need not be communicated directly by the offeror to the offeree, look to intention as viewed through eyes of offeree
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Circumstances the court may take into consideration when deciding whether or not a communication was an offer
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Prior communication between the two parties, language of the proposal, completeness of suggested bargain, number of persons to whom the proposal is addressed
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Owen v. Tunison
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Language saying "I would not sell it for less than $16,000 cash" was not offer, but rather a statement
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Southworth v. Oliver
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Letter sent to potential buyer saying "the information that I had discussed with you" was an offer because recipient did not know that the letter was also sent to 3 other neighbors and letter could be construed as personal offer
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Fairmount Glass
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Case showing that an important part of an offer is where the proposal contains language suggesting that it is within the power of the recipient to close the deal by acceptance, specific quantity stipulated by offer is important, price quotation not normally an offer, only an invitation for buyer to make an offer, usually trade usage is ok for language e.g. 10 car loads
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UCC on formation of a K
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A K for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract, may be found even though the moment of its making is undetermined, or even if one or more terms are left
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Unreasonable risks posed by offer that will make it unenforceable
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Failure to limit quantity available or for sale, failure to limit recipients of offer, proposals to public (e.g. advertisements usually not an offer but rather an invitation by the seller to the buyer to make an offer to purchase), but if only one person can complete the offer (e.g. Broadnax v. Ledbetter, reward cases), then probably ok
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Lefkowitz case
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Case showing "first come first serve" was language sufficient to restrict offer enough to make advertisement an offer
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Two basic requirements for K formation
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Was offer specific/definite enough? Did both parties assent to be bound?
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UCC on auctioneer bids
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Auctioneer is taken to be interested in entertaining offers in the form of bids, not in making an offer, if without reserve auctioneer is bound not to withdraw after a bid is made, but the bidder is not similarly bound, UCC ONLY APPLIES TO SALE OF GOODS NOT SERVICES
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Kastorff Case
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Case showing that in material mistake in bids, look to party that is in better position to absorb cost, at some point other party must be on notice of error and if it is not large this is unlikely to occur, if an offeree knows or has reason to know of the offeror's material mistake at the time of acceptance, the offeror is not bound, mistakes that are clerical or computational as compared to those of judgment may be more likely to be excused by the court
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Who can accept an offer?
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Only the person to which the offeror has invited to accept
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What is the baseline test for communications to be considered an acceptance?
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Manifestation of acceptance
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What are the requirements for acceptance by performance and acceptance by promise?
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Acceptance by performance: Offeree cannot accept by promise, performance must conform with all of the terms of the offer
Acceptance by promise: Offeree's conduct can give offeror reason to believe that the offeree intends to accept by making a promise |
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Conroe Gin
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Case showing that when additional authorization is required by seller, once buyer sends order then it is an offer to seller to approve, K is not formed until seller does so, also that offeror can dispense with requirement of notification if the form of the offer shows that this was not to be required
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White v. Corlies & Tift
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Case showing that offeror may impose additional requirement on an offer's acceptance, offeror in general does not have to be aware of acceptance before he is bound, although there must be some outward manifestation of acceptance to the offeror in some timely fashion for him to be bound at all. In this case, the person purchased materials to begin performance that were not specific to the job, and thus did not outwardly manifest assent to the seller.
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