Mbe Contracts And Sales

Front 1

Offer - Definite and Certain Terms

Real Estate

Sale of Goods

Services

Back 1

Real Estate: must identify LAND and PRICE; courts will not supply a missing price term.

Sale of Goods: must identify QUANTITY; for outputs or requirements contracts, assumption of GOOD FAITH, so a tender or demand for a quantity cannot be UNREASONABLY DISPROPORTIONATE to any stated estimate or any normal, comparable prior output requirements.

Services: NATURE OF THE WORK to be performed.

Front 2

Missing Terms in Offer for Sale of Goods under Article 2

Back 2

Article 2 provides that the price will be a REASONABLE PRICE AT THE TIME OF DELIVERY.

Front 3

Termination of Offer

By Offeror - Revocation

Back 3

Direct Revocation

Indirect Revocation if OFFEREE receives (1) correct information, (2) from reliable source, (3) of acts of the offeror that would indicate to a reasonable person that the offeror no longer wishes to make the offer.

Front 4

When is revocation effective?

Back 4

When RECEIVED by the offeree (actual awareness or reading the communication is irrelevant); if revocation by publication, effective when PUBLISHED.

Receipt = delivery at the place of business or another location authorized to receive this type of communication.

Front 5

Limits on the power to revoke

Options

Merchant's Firm Offer under Article 2

Detrimental Reliance

Back 5

Options: distinct K where OFFEREE GIVES CONSIDERATION for a promise by offeror not to revoke an oustanding offer.

Merchant's Firm Offer: Under Article 2, (1) if a merchant, (2) offers to sell goods in a SIGNED WRITING; and (3) merchant GIVES ASSURANCES THAT IT WILL BE HELD OPEN, then the offer is not revocable for lack of consideration during the time stated, or if no time is stated, for a reasonable time (but NEVER MORE THAN 3 MONTHS).

**Remember, if consideration is given then it is an option contract, which can be open as long as the parties want, unlike a merchant's firm offer, which automatically expires after 3 months**

Detrimental reliance: where the offeror could reasonably expect the offeree would rely to her detriment on the offer, and offeree does so rely, the offer will be held IRREVOCABLE AS AN OPTION CONTRACT FOR A REASONABLE LENGTH OF TIME. At the very least, offeree entitled to relief measured by the extent of any detrimental reliance.

Front 6

Doctrine of part performance for true unilateral contract offers

Back 6

An offer for a true unilateral contract becomes IRREVOCABLE ONCE PERFORMANCE HAS BEGUN. The offeror must give the offeree a REASONABLE TIME TO COMPLETE PERFORMANCE.

But the OFFEREE IS NOT BOUND TO COMPLETE PERFORMANCE--she may withdraw at any time prior to completion of performance; no acceptance until performance is complete.

*Remember to distinguish--preparations to perform. This does not make an offer irrevocable, but may constitute detrimental reliance sufficient to make the offeror's promise binding to the extent of the detrimental reliance.

Front 7

Termination by Offeree

Express Rejections & Counteroffer

Back 7

Express rejection terminates the offer.

Counteroffer: contains the same subject matter as the original offer, but differs in its terms.

Counteroffer is BOTH a REJECTION and a NEW OFFER.

Distinguish *mere inquiry*

Effective when RECEIVED.

Rejection of an option does NOT terminate an offer. The offeree is still free to accept the original offer within the option period UNLESS THE OFFEROR HAS DETRIMENTALLY RELIED on the offeree's rejection.