Study your flashcards anywhere!

Download the official Cram app for free >

  • Shuffle
    Toggle On
    Toggle Off
  • Alphabetize
    Toggle On
    Toggle Off
  • Front First
    Toggle On
    Toggle Off
  • Both Sides
    Toggle On
    Toggle Off
  • Read
    Toggle On
    Toggle Off
Reading...
Front

How to study your flashcards.

Right/Left arrow keys: Navigate between flashcards.right arrow keyleft arrow key

Up/Down arrow keys: Flip the card between the front and back.down keyup key

H key: Show hint (3rd side).h key

A key: Read text to speech.a key

image

Play button

image

Play button

image

Progress

1/36

Click to flip

36 Cards in this Set

  • Front
  • Back
Why do we need to ask whether the offer has been terminated before acceptance?
An offer cannot be accepted if it has been terminated. Offer becomes "dead"
Termination - overview

FINISH THIS CARD
1. Lapse of Time
2. Revocation by Offeror
FINISH THIS CARD
On May 15, I offer to sell Paris my 1982 Mercedes Diesel for 10K. My offer says offer terminates on May 30th. Can Paris accept my offer on June 2?
No. Offer lapses on deadline if deadline stated. Even if I didn't state a deadline, offers do not last forever. Only last for a reasonable period of time.
On May 15, I offer to sell Paris my 1982 Mercedes Diesel for 10K. My offer does not specify a termination date. Can Paris accept my offer on June 2? What about in Dec.?
June 2 ok b/c reasonable time offer left open if date not specified.

Dec. not ok b/c unreasonable amount of time for offer to be left open.
On Jan 3, I offer to sell Paris my 1980 Mercedes for 5K. The next day I tweek in the shower and exclaim "I do NOT want to sell my mercedes to Paris. I've had that thing since I was born!" Can Paris still accept?
Yes Paris can still accept. I, the offeror, did not effectively revoke the offer b/c Paris was unaware of my conduct. (indirect revocation requires offerer's conduct + offeree's awareness of conduct)
On Jan 3, I offer to sell Paris my 1980 Mercedes for 5K. The next day, I sell it to Ellie instead. Can Paris still accept my offer?
Yes, Paris can still accept b/c no evidence Paris knew I sold it to Ellie. (no indirect revocation here b/c that would require conduct + awareness)
On Jan 3, I offer to sell Paris my 1980 Mercedes for 5K. The next day, I sell it to Ellie instead. But this time Ellie tells Paris she bought my car. Can Paris still accept my offer?
No Paris cannot accept. Here, there is indirect revocation b/c offerer's conduct + offeree's awareness.
On Monday, I offer to sell Paris my 1980 Diesel. On Tuesday, I mail her a letter revoking the offer. Paris receives my letter on Thursday. When is the revocation effective?
Thursday. Revocation is effective when the letter is received. TIP: Careful not to confuse this w/ the mailbox rule. Mailbox rule only applies in acceptance (where it is effective when dropped in mail).
On Monday, I offer to sell Paris my 1980 Diesel. On Tuesday, I mail her a letter revoking the offer. Paris receives my letter on Thursday. But, Paris had already accepted my offer on Wednesday. What result?
Too late for me to revoke. (offeror cannot revoke after acceptance)
The gr is that offeror can revoke at any time before acceptance. However, there are 4 situations where an offer cannot be revoked. What are they?
1. Option
2. reasonable foreseeable reliance before acceptance ("detrimental reliance)
3. Part Performance of an offer to enter a unilateral K.
4. Firm offer under UCC 2 (signed written promise by merchant)
Tyler the painter offers to paint Sarah's House for 10k and Tyler promises not to revoke the offer for 7 days. Can Tyler still revoke the offer?
Yes Tyler can revoke the offer to paint. Merely promising to keep open is not enough. Need something more (like being paid more to keep it open)
Tyler the painter offers to paint Sarah's House for 10k. Tyler promises not to revoke the offer for 7 days in exchange for $100. If Sarah pays the $100, can Tyler still revoke the offer?
No Tyler cannot revoke once he is paid to $100 b/c he bargained away his right to revoke.
Subcontractor S submits a bid to contractor C to do the electrical work on a hotel project for 250k. C uses S's bid in computing its own bid on the project. Can S still revoke his offer?
No. Subcontractor can no longer revoke b/c Contractor is reasonably & foreseeably relying on Subcontractor's bid. . However, this subcontractor-contractor fact pattern is the only situation where reasonable foreseeability of reliance on offer before acceptance of offer makes the offer irrevocable.
Sarah offers Tyler 10k to paint her house. Sarah's offer states offer can be accepted ONLY BY PAINTING THE HOUSE. Tyler starts painting the house. Can Sarah still revoke?
Not revocable in MBE, but Yes revocable in NY. This is a unilateral K for services so CL applies. This is a unilateral K b/c acceptance only by performance.
1)In MBE once performance has started on a unilateral K, offer can no longer be revoked.
2) In NY - offer to enter unilateral K is revocable until performance is COMPLETE.
Sarah offers Tyler 10k to paint her house. Sarah's offer states it can be accepted ONLY BY PAINTING HER HOUSE. Tyler buys paint to paint house with, but does not start painting yet. Can Sarah still revoke??
Yes. Because "mere preparation" for performance is not enough to make a unilateral K offer revocable. *remember part performance applies to unilateral Ks only and only in MBE. In NY unilateral Ks, offer is revocable until performance is complete.
Santiago's BMW Dealership offers to sell Herb a 1990 BMW. The offer is (1) in writing (2) signed by Santiago (3) says Santiago will not revoke for two weeks. Can Santiago revoke?
No. He cannot revoke for 2 weeks b/c the requirements for a firm offer are satisfied. RULE- Firm offer under UCC 2 are kept open for up to 3 months. Firm Offer = a signed, written promise by a merchant to keep an offer open (writing takes place of $ consideration)
Santiago's BMW Dealership offers to sell Herb a 1990 BMW. The offer is (1) in writing (2) signed by Santiago (3) gives promise not to revoke, but does not give a time period for the promise not to revoke.

What result?
This is a UCC firm offer and Firm offer stays open or up to 3 months.
(Rule: Firm Offer = a signed, written promise by a merchant to keep an offer open (writing takes place of $ consideration)
Santiago's BMW Dealership offers to sell Herb a 1990 BMW. The offer is (1) in writing (2) signed by Santiago

Can Santiago revoke?
Yes can revoke. This is not a UCC firm offer b/c no written promise to keep offer open. Tip - not every signed written offer by a merchant is a firm offer.
In above hypo - is the car dealer, Mr. Santiago, a merchant?
Yes, v. easy to be a merchant under UCC.
Stribling Realty sells Blackacre to me for 50k. Stribling's offer is in writing, signed by Stribling and provides that Stribling will not revoke for two weeks. Can Stribling revoke the offer?
Yes revocable in MBE, but not revocable in NY.
MBE - Stribling can revoke. This is not an option. There is no reliance, no performance and UCC doesn't apply b/c real property.

NY - Stribling can't revoke b/c rule: Signed written promise not to revoke is enforcable w/o consideration.
Sarah offers to sell her house on Grand Ave to Julia for 500k. Julia responds "I will only pay 460k." Sarah refuses. Can Julia later accept Sarah's org. offer?
No. Julia has made a COUNTEROFFER which terminates Sarah's offer. Sarah's 500k offer is dead and Julia's response of a dif. price makes it too late to accept.
Disney sends Bill Clinton an offer to appear in the film "Waiting to Inhale." Bill agrees "on the condition" that he get top billing. Is there an agreement?
No - no agreement. Bill has given a CONDITIONAL ACCEPTANCE and this is not a true acceptance. A conditional acceptance operates a rejection.
Disney sends Bill Clinton an offer to appear in the film "Waiting to Inhale." Bill agrees "provided that" that he get top billing. Is there an agreement?
No - no agreement. Bill has given a CONDITIONAL ACCEPTANCE and this is not a true acceptance. A conditional acceptance operates a rejection.

Includes "provided that;" "on the condition that;" "so long as;" "if"
Language indicating conditional acceptance. And what is the effect?
A conditional acceptance operates a rejection.

Includes "provided that;" "on the condition that;" "so long as;" "if"
What if Acceptance contains a COUNTEROFFER?
Counteroffer operates as a rejection, but mere bargaining does not.

Tip: prob. have to decide if offeree is merely bargaining or making a counteroffer at some point.
Murray offers to sell Herb his apartment on 5th Ave for $1million. But Herb responds, "I will only pay 900k." Can Herb later accept Murray's offer to buy the Apt. for $1million?
No. Herb counter-offered which is a rejection. Offer is dead.
Murray offers to sell Herb his apartment on 5th Ave for $1million. But Herb responds, "Will you take 900k?" Can Herb later accept Murray's offer to buy the Apt. for $1million?
Yes. Herb, the offeree, responded with a question. Rule: responding w/ a question is considered "mere bargaining" and not a rejection.
DIFFERENT TERMS?

Q1: What result under CL?

Q2: What result under UCC?
CL > It's a Rejection. Because under CL the acceptance must "mirror" the offer or it is a rejection.

UCC > An Acceptance containing additional terms is not a rejection. However, the added terms only become part of the K if: (1) Both parties are merchants; (2) Term is not a material change; and (3) The offeror does not object within a reasonable time.
B makes a written offer to buy 100 widgets from S for 1k. B's Offer does not mention warranties. S's written acceptance disclaims all warranties. Is there an agreement?
Yes there is an agreement.
Why? UCC- sale of goods. No mirror image rule, so acceptance does not have to mirror offer. So S was allowed to add terms when she accepted B's offer.
B makes a written offer to buy 100 widgets from S for 1k. B's Offer does not mention warranties. S's written acceptance disclaims all warranties. Assuming there is a valid agreement, does the agreement include S's disclaimer?
No. While there is an agreement b/c no mirror image rule under UCC, Additional terms do not become part of the K unless (1) both parties are merchants and (2) Added term is not a material change and (3) The offeror does not object within a reasonable time.

Here, the terms won't come in because a disclaimer is a material change. So we don't even have to look at whether parties are merchants or if Buyer(the offeror) did not object within a reasonable time.
B makes a written offer to buy 100 widgets from S for 1k. B's Offer does not mention warranties. S's written acceptance added for Saturday Delivery. Assuming there is a valid agreement, does the agreement include S's Saturday Delivery?
There is a K b/c UCC no mirror image rule.

And Yes, this term would be included b/c it is not a material change.
(so it comes in assuming the other 2 prongs are met)
Guideline for when an additional term is "material," and therefore will not come into the K b/w Merchants?
A change that is likely to cause hardship or surprise for the offeror.
B makes a written offer to buy 100 widgets from S for 1k. B's Offer does not mention warranties. S's written acceptance added for Saturday Delivery. B promptly responds that Saturday is not a good delivery time.

Q. Assuming there is a valid agreement, does the agreement include S's Saturday Delivery?
There is a K b/c UCC no mirror image rule.


But added term not included b/c offeror objected (3rd prong fails)

Rule: Under UCC > An Acceptance containing additional terms is not a rejection. However, the added terms only become part of the K if: (1) Both parties are merchants; (2) Term is not a material change; and (3) The offeror does not object within a reasonable time.
On April 2, AllieOloctt makes an Offer to Emily.

On April 6 AllieOlcott dies.

QUESTION: Can Emily still accept AllieOlcott's offer even though AllieOlcott is now dead?
No, Em cannot accept. Why? Allie's death terminates the offer.

GR: Death before acceptance terminates the offer.

Tip: don't be tricked by question including that Emily had notice/did not have notice of Allie's death. Notice of the party's death is irrelevant.
On April 2, AllieOloctt makes an Offer to Emily.
Emily pays Allie O. $100 for a 7-day option. AllieOlcott promises not to revoke the offer in exchange for $100.

On April 6 AllieOlcott dies.

QUESTION: Can Emily still accept AllieOlcott's offer even though AllieOlcott is now dead?
Yes, Emily can accept. This is an exception to the general rule about affect of a party's death on acceptance. The gr says death before acceptance terminates the offer. This exception says that death does not terminate the power to accept if there was a valid option contract and acceptance occurs within the period specified by the option contract.
REVIEW:
WAS THE OFFER TERMINATED?
1. Did it Lapse?

2. Did Offerer Revoke?

3. Did Offeree's Acceptance "Mirror" the Offer, or Were there Additional Terms in the Acceptance?
- CL > was it a counteroffer or a mere offer to bargain? If counteroffer, it terminates the offer. (this is mirror image rule for CL, but no mirror image rule for UCC)

-If sale of goods, use UCC> offer still valid b/c no mirror image rule. But must ask: do added terms become part of the K? 3 requirements.

4. Did a Party Die Before Offer Was Accepted? Offer dies unless there a Valid Option. Notice of death irrelevant.