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15 Cards in this Set

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must give offeree the power of acceptance.
Counteroffer v. inquiry
Counteroffer v. inquiry: bike for $500. you offer $400. No. Next day you say ok $500. there is a K.
Counteroffer proposes a new or different K terms. An inquiry is always in the form of a question. A counteroffer is a new or definitive statement. Counteroffers kill offeree’s power to accept.
An order or offer to buy goods for prompt or current shipment:
6. An order or offer to buy goods for prompt or current shipment: invites acceptance either by a prompt promise to ship or by a shipment of goods. Where offer or order to ship, the shipment is acceptance, and if nonconforming goods are shipped the simultaneously there’s a breach.
For valid acceptance, where offeror makes offer to offeree, offeree must have knowledge of the terms. Must have mutuality of assent. The parties must agree to the same terms of the bargain. Offeree must have knowledge or be aware of the offer in order to have the power of acceptance.
revocation: Option K
where offeror promises to keep offer open for a stated period of time. If it’s sale of goods, then use UCC. Don’t even need a merchant. Just need sale of goods. There are a few provisions that do require a merchant or merchants to be involved with the transaction. One such provision is the firm offer rule: where you have an offer by a merchant to buy or sell goods in a signed writing, which gives assurance that it will be held open, it will be irrevocable during the time stated. In the event no time is stated, in no case may the period of irrevocability exceed 90 days. For firm offer rule, it’s got to be an offer by a merchant. A stamp collector is not a merchant so use CL. A valid at option at common law must be supported by consideration.
Notify offeror vs. option
The offeror is the master of the bargain and she can place any terms she sees fit in that offer. Offeror says let me know by Friday. She didn’t say it was irrevocable til Friday. So if she revokes it before getting notice of acceptance, the revocation is controlling. Mailbox rule: an acceptance is effective upon dispatch, not upon receipt. The offeror limited acceptance to receiving notification, so mailing the letter isn’t a valid form of acceptance.
Bargained for consideration v. gift promise binding by reliance
12. Bargained for consideration v. gift promise binding by reliance: relying on a promise, you give up something. Detrimental reliance.

Consideration: is the promisee incurring legal detriment?
when a GC is accepting bids from subCs
when a GC is accepting bids from subCs, and uses that bid to determine the cost of the project and relies on that bid, there’s an option K b/w the GC and the subC.
payment, not acknowledgment, of the consideration
renders the option irrevocable.
15. Modification: a modification is a subsequent agreement which alters or changes the parties duties and obligations under the terms of their original contract. UCC v. Common Law Modification.
CL Modification: pre-existing duty rule. If the parties are going to alter or change duties under the terms of the K, need new consideration for the modification.

UCC: no consideration is necessary for a modification. Parties must only modify in “good faith”
Mistake: 2 key ways its tested. Mutual mistake & unilateral mistake. Mutual mistake is where both parties to the contract are mutually mistaken regarding terms to their K. If the parties mutual mistake goes to the heart or essence of the K, it’s grounds for recission. Unilateral mistake: will not prevent formation of the K. In all Unilateral mistake situations, if the non-mistaken party knows or should know of the other’s mistake, he will not be permitted to “snap up” the bargain and take advantage of the other party’s mistake.
Remedy at law
when money damages are adequate
Remedy at equity
Remedy at equity: when money damages are inadequate
Specific performance
All Ks are assignable and delegable except
All Ks are assignable and delegable except personal services Ks and long term requirements contracts. An assignment for value is irrevocable. An assignment may be oral or in writing. A gratuitous assignment may be revocable.
Sometimes there’s a nonassignability clause.
21. Sometimes there’s a nonassignability clause. Even so, it does not prevent the assignor from assigning. The assignor has the power to assign even though he does not have the right to assign. When an assignor makes an assignment in violation of a clause, the assignment is valid but the assignor can be held liable for breach of K so the assignor can be held liable for breach of K and plaintiff can recover nominal damages.