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37 Cards in this Set
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RestatementRule: An offeree's power of acceptance isterminated at the time specified in the offer, or, if no time is specified, atthe end of a reasonable time. |
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Rejection |
Rule: An offeree's power of acceptance is terminated by his rejection of the offer,unless the offeror has manifested a contrary intention. |
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Counteroffer |
Rule: Acounter-offer is an offer made by an offeree to his offeror relating to thesame matter as the original offer and proposing a substituted bargain differingfrom that proposed by the original offer; Subrule: A reply to an offer whichpurports to accept it but is conditional on the offeror's assent to termsadditional to or different from those offered is not an acceptance but is acounter-offer. |
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Mirror-ImageRule: |
Conditional acceptance terminates the power of acceptance. If purportedacceptance varied from the offer in any respect, no matter how minor, nocontract was formed. |
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Optioncontracts: |
Rule: Notwithstanding §§ 38- 49, the power of acceptance under an option contract is notterminated by rejection or counter-offer, by revocation, or by death orincapacity of the offeror, unless the requirements are met for the discharge ofa contractual duty. |
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Death/incompetence |
The death or incompetence of anofferor terminates the offeree’s power of acceptance if the offer is revocablewhen the death or incompetence occurs. |
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Doctrine of changed circumstances |
Excuses an estate from performance ofa K. Rule 1) the offeree accepts at a time whenhe neither knows, nor has reason to know of the offeror’s death or incapacity,and (2) in the absence of the rule theofferor’s death or incapacity would not excuse her estate from performance. |
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Termination |
An offer's power of acceptance is terminated at the time specified in the offer, or, if no time specified, at the end of a reasonable time. |
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Unilateral K |
Acceptance by performance
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Acceptance: Restatement Second |
Manifestation of assent to the terms of the offer |
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Acceptance by Act (Unilateral K): Restatement |
“Incase of doubt an offer is interpreted as inviting the offeree to accept eitherby promising to perform what the offer requests of by rendering theperformance, as the offeree choses. |
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Acceptance by Act UCC |
UCC §2-206(1): (a)“Unless otherwiseunambiguously indicated by the language or circumstances…an offer to make a Kshall be construed as inviting acceptance by any manner…reasonable under thecircumstances(b) An order or other offer to buy goods for promptor current shipment shall be construed as inviting acceptance either by aprompt promise to ship or by the prompt or current shipment of conforming ornon-conforming goods, but such a shipment of non-conforming goods does notconstitute an acceptance if the seller seasonably notifies the buyer that theshipment is offered only as an accommodation to the buyer |
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Acceptance of unilateral K: Elements |
1. Offer of a price or a reward for doing aspecified act, like catching a criminal, is an offer for a unilateral K 2. For offer to become binding, desired act must beperformed with knowledge of the offer3. So long as the offer was known to him, a personmay accept an offer for a unilateral K by rendering performance. (Knowledge plus performance) |
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Restatement §56 Acceptance by promise; necessity of notification of the offeror. |
Exceptas stated in §69 or where the offer manifest a contrary intention, it isessential to an acceptance by promiseeither that the offeree exercise reasonable diligence to notify the offeror ofacceptance or that the offeror receive the acceptance seasonably |
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Silence as Acceptance and exception elements |
Restatement 69: General rule: silence is NOT acceptance. Exception: (1) Offer takes benefit of offered services withreasonable opportunity to reject them and reason to know that they were offeredwith the expectation of compensation (2)Where the offeror has stated or given theofferee reason to understand that assent may be manifested by silence orinaction, and the offeree in remaining silent and inactive intends to acceptthe offer (3) Where because of previous dealings orotherwise, it is reasonable that the offeree should notify the offeror if hedoes not intend to accept. |
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Merchant |
a person who deals in goods of the kind |
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Offer: Definition and test |
Manifestation of intent to be bound with clear and definite terms (can't be secretive). Clear definite and explicit terms, nothing left to negotiate. Objective with subjective elements (prevailing view): RPP in the shoes of the parties, knowing what they know and having the history that they have. |
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Bilateral K |
Acceptance by return promise |
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Rewards: Whats needed? |
Knowledge; must know that the offer exists in order to accept the reward. |
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Mirror-image rule |
Common law, acceptance must "mirror" the offer. No change in terms allowed, if so, it is a counter-offer and the offeree becomes the offeror. |
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Acceptance UCC 2-207 |
2-207: Definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable amount of time operates as acceptance. |
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Acceptance with additional or slightly different terms UCC 2-207(1) |
UCC 2-207(1) (1) Still acceptance UNLESS acceptance made conditional to assent of the new terms. (2) If 2 merchants, additional terms automatically become part of K UNLESS: (a) terms materially alter the contract; (b) the offeror objects to terms within a reasonable time (Whether material term or not is a jury question) (3) If there is offer + acceptance with materially altered terms, which would normally not be a contract, but bothparties conduct themselves as if they were in a binding contract, then a binding contract is assumed by the courts. In suchcases where the conduct creates a binding contract yet the terms are different in the various written materials, thecourt will use “filler” terms based on the UCC to construct a “new” contract. |
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Counteroffer |
Immediately terminates an offer and establishes a new offer. common law: If any part of original offer is changed, constitutes counteroffer If not a merchant: buyer must expressly assent to new or additional terms |
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Options K's two distinct obligations |
1) to keep available the option to purchase for a fixed period of time 2) To negotiate in good faith for the second K |
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Option K's Consideration: buyers and seller |
Offeree must give consideration that bears some proportionality to the sought-after K Offeror- Consideration is the period of time that the option K is left open. |
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How can option K be terminated within the agreed upon fixed time period? |
(a) the offer rejects the offer, and (b) offeror acts in reliance on the rejection and sells the item elsewhere |
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Options K: Counter offer is |
Viewed as negotiations for the terms. |
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Option K- Good faith |
negotiation has to be done in Good-faith. If not in good faith, offer can sue under the theory that the bargaining was not done in good faith and ask for specific performance or damages. |
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Part-performance |
If offer to form a contract has the possibility of being impossible, it becomes and option's K where the offeror must only perform when the offeree completes performance (Real-estate agent). Part performance by the offer creates an options K |
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FIRM OFFER K (UCC 2-2-05) |
(1) Between merchants, in a signed writing by offeror (2) no consideration needed (during stated time, if not time stated--reasonable time) (3) 3 month ceiling to be left open regardless of what writing says. |
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Promissory Estoppel (Common law) |
1. A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce action/forbearance is binding if injustice can be avoided. Action must be of definite and substantial character and only if Injustice can be avoided only be enforcement of the promise. |
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Promissory Estoppel (UCC) |
(1) "Clear and definite" promise (2) reasonably be expected to induce reliance (3) does rely on promise to his detriment |
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Quasi Contract (what is it) |
Contract implied in law · Obligationsimposed by law on grounds of justice and equityo Purpose is to prevent unjust enrichmento Does not rest on assent of parties |
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Quasi K Elements |
Preventunjust enrichment· Promotejustice and equity· **Noassent requiredo **Services renderedo **To others benefito ** Knowingly and voluntarily acceptedservices benefits. |
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OfficiousIntermeddler Doctrine |
o Where a person performs labor for anotherwithout the ladder’s request or implied consent, however beneficial, he cannotrecover therefore. Exception is emergency aid |
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Implied in Fact |
is anexpressed contract, except that assent is not expressed in words, but impliedfrom the conduct of the parties * ariseswhere a P, without being requested to do so, renders services undercircumstances indicating that he expects to be paid therefore, and· thedefendant, knowing of such circumstances, avails himself to the benefit ofthose services |
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Implied in Law |
is “not acontract”, but an obligation which the law creates out of circumstancespresent, even though a party did notassume the obligation. Based on equitable principles to operate wheneverjustice requires compensation to be made. · maybe made when one party is unjustly enriched to the others detriment· basicallyanother name for unjust enrichment claim |
