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30 Cards in this Set

  • Front
  • Back
offer
definite undertaking or proposal made by one person to another indicating a willingness to enter into a contract
3 essentials of an offer
must be communicated to offeree; must manifest an intent to enter into a contract; must be sufficiently definite and certain
communication of offer
must be in the intended manner (offeror must give offer to offeree); must be communicated by offeror and nobody else; must be state or communicated by words or conduct that infers a proposal to a reasonable person
intent for offers
intent is determined objectively from the words or conduct of parties-based on what a reasonable person in the other party's position would have believed
definiteness of offers
terms in an an offer must be clear enough to provide a court with a reasonable basis for determining the existence of a breach and for giving an appropriate remedy
ways an offer can be terminated (7)
1. lapse of time, 2. revocation, 3. rejection, 4. counteroffer, 5. death or incompetency of the offeror or offeree, 6, destruction of the subject matter, 7. subsequent illegality
lapse of time
if time is specified, offer is open until that time (unless terminated), if not specified, offer is open for a reasonable time (question of fact)
revocation
offeror can generally cancel or revoke an offer any time prior to its acceptance except for in 5 situations
option contract
contract by which the offeror is bound to hold open an offer for a specified period of time
firm offers (under UCC)
a merchant's irrevocable offer to sell or buy goods in a signed writing that ensures that the offer will not be terminated for up to three months
statutory irrevocability
offer made irrevocable by statute (ex: bids made to state, municipality, or other govt. body)
irrevocable offers of unilateral contracts
a unilateral offer may not be revoked for a reasonable time after performance is begun
promissory estoppel
noncontractual promise that binds the promisor because she should reasonably expect the promsei will induce the promisee (offeree) to take action in reliance on it
rejection
refusal to accept an offer terminates the power of acceptance
counteroffer
a counterproposal from the offeree to the offeror that indicates a willingness to contract but on terms or conditions different from those contained in the original offer
conditional acceptance
a type of counteroffer, claims to accept the offer but expressly makes the acceptance condingent on the offeror's assent to additional or different terms
death or incompetency
death or incompetency of either the offeror or the offeree ordinarily terminates an offer (unless offer is contained in an option)
destruction of the subject matter
destruction of the subject matter of an offer terminates the offer
subsequent illegality
subsequent illegality of the purpose or subject matter of the offer terminates the offer
acceptance
positive and unequivocal expression of a willingness to enter into a contract on the terms of the offer (bilateral requires some overt act; in unilateral performance with intent is acceptance)
mirror image rule
except as modified by the Code, an acceptance cannot deviate from the terms of the offer
general rule of acceptance (effective moment)
acceptance effective upon dispatch unless the offer specifically provides otherwise or the offeree uses an unauthorized means of communication
silence as acceptance
silence generally does not indicate acceptance of an offer (except when offeror, because of previous dealings, has reason to believe offeree will accept all offers unless there is notice to the contrary)
stipulated provisions for acceptance
an offer can state a required method for communicating an acceptance, and can also state that the acceptance is not effective until receipt rather than dispatch
authorized means
Restatement and the Code provided that, unless the offer provides otherwise, acceptance is authorized to be in any reasonable manner
unauthorized means
if method of communication is unauthorized, acceptance is still effective when and if received by the offeror, provided that it is received within the time during which the authorized means would have arrived
acceptance following a prior rejection
an acceptance sent after a prior rejection is not effective when sent by the offeree, but when and if received by the offeror before he receives the rejection (first thing offeror receives is effective)
defective acceptance
a late or defective acceptance does not create a contract, but can constitute a new offer made by the offeree
variant acceptances (common law)
not allowed, acceptance must be positive and unequivocal, see mirror image rule
variant acceptances (the Code)
an offeree can add provisions or terms to the acceptance. these additions will be added to the contract if they do not materially alter it and are not objected to by the offeror. different terms are not a part of contract unless accepted by offeror