Contracts Hypos - Termination Of Offer

Front 1

Why do we need to ask whether the offer has been terminated before acceptance?

Back 1

An offer cannot be accepted if it has been terminated. Offer becomes "dead"

Front 2

Termination - overview

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Back 2

1. Lapse of Time
2. Revocation by Offeror
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Front 3

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?

Back 3

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.

Front 4

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.?

Back 4

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.

Front 5

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?

Back 5

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)

Front 6

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?

Back 6

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)

Front 7

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?

Back 7

No Paris cannot accept. Here, there is indirect revocation b/c offerer's conduct + offeree's awareness.

Front 8

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?

Back 8

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).

Front 9

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?

Back 9

Too late for me to revoke. (offeror cannot revoke after acceptance)

Front 10

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?

Back 10

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)

Front 11

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?

Back 11

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)

Front 12

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?

Back 12

No Tyler cannot revoke once he is paid to $100 b/c he bargained away his right to revoke.

Front 13

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?

Back 13

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.

Front 14

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?

Back 14

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.

Front 15

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??

Back 15

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.

Front 16

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?

Back 16

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)

Front 17

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?

Back 17

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)

Front 18

Santiago's BMW Dealership offers to sell Herb a 1990 BMW. The offer is (1) in writing (2) signed by Santiago

Can Santiago revoke?

Back 18

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.

Front 19

In above hypo - is the car dealer, Mr. Santiago, a merchant?

Back 19

Yes, v. easy to be a merchant under UCC.

Front 20

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?

Back 20

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.

Front 21

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?

Back 21

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.

Front 22

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?

Back 22

No - no agreement. Bill has given a CONDITIONAL ACCEPTANCE and this is not a true acceptance. A conditional acceptance operates a rejection.

Front 23

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?

Back 23

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"

Front 24

Language indicating conditional acceptance. And what is the effect?

Back 24

A conditional acceptance operates a rejection.

Includes "provided that;" "on the condition that;" "so long as;" "if"

Front 25

What if Acceptance contains a COUNTEROFFER?

Back 25

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.

Front 26

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?

Back 26

No. Herb counter-offered which is a rejection. Offer is dead.

Front 27

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?

Back 27

Yes. Herb, the offeree, responded with a question. Rule: responding w/ a question is considered "mere bargaining" and not a rejection.

Front 28

DIFFERENT TERMS?

Q1: What result under CL?

Q2: What result under UCC?

Back 28

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.

Front 29

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?

Back 29

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.

Front 30

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?

Back 30

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.

Front 31

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?

Back 31

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)

Front 32

Guideline for when an additional term is "material," and therefore will not come into the K b/w Merchants?

Back 32

A change that is likely to cause hardship or surprise for the offeror.

Front 33

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?

Back 33

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.

Front 34

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?

Back 34

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.

Front 35

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?

Back 35

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.

Front 36

REVIEW:
WAS THE OFFER TERMINATED?

Back 36

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.