Chp 9: Agreement In Traditional And E-Contracts(Key Concepts)

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Agreement

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A mutual understanding or meeting of the minds between two or more individuals regarding the terms of a contract.

Evidenced by two events:

1. An offer

2. An acceptance

One party offers a certain bargain to another party, who then accepts that bargain

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Offer

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A promise or commitment to perform or refrain from performing some specified act in the future.

Three elements necessary for it to be effective:

1. There must be a serious, objective intention by the offeror

2. The terms of the offer must be reasonably certain or definite, so that the parties and the court can ascertain the terms of the contract.

3. The offer must be communicated to the offeree.

Once an effective offer has been made, the offeree's acceptance of that offer creates a legally binding contract(if the other essential elements for a valid and enforceable contract are present)

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Revocation

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The withdrawal of a contract offer by the offeror. Unless an offer is irrevocable, it can be revoked at any time prior to acceptance without liability.

May be exercised by an express of repudiation of the offer( I withdraw my previous offer) or by the performance of acts that are inconsistent with the existence of the offer that re made known to the offeree.

General rule followed by most states is that a revocation becomes effective when the offeree or the offeree's agent actually receives it.

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Counteroffer

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An offeree's response to an offer in which the offeree rejects the original offer and at the same time makes a new offer.

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Mirror Image Rule

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A common law rule that requires the terms of the offeree's acceptance to exactly match the terms of the offeror's offer for a valid contract to be formed.

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Option Contract

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A contract under which the offeror cannot revoke the offer for a stipulated time period(because the offeree has given consideration for the offer to remain open).

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Acceptance

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The act of voluntarily agreeing, through words or conduct, to the terms of an offer thereby creating a contract.

Must be unequivocal and must communicated to the offeror.

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Mailbox Rule(Deposited acceptance rule)

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A common law rule that acceptance takes effect, and thus completes formation of the contract, at the time the offeree sends or delivers the acceptance via the communication mode expressly or impliedly authorized by the offeror.

If authorized mode of communication is mail, then an acceptance becomes valid when it is dispatched, not when it is received by the offeror.

Does not apply to instantaneous forms of communication(face to face, email, fax, phone)

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E-contract

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A contract that is formed electronically.

Disputes tend to center on contract terms and whether the parties voluntarily agreed to those terms.

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Click-on Agreement

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An agreement that rises when an online buyer clicks on "I agree," or otherwise indicates her or his assent to be bound by the terms of an offer.

The law generally does not require the parties to read all the terms in a contract for it to be effective.

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Shrink-Wrap agreement

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An agreement whose terms are expressed in a document located inside a box in which goods(usually software) are packaged.

Usually, the party who opens the box is told that she or he agrees to the terms by keeping whatever is in the box.

Usually between manufacturer and the ultimate buyer-user, rather than retailer and a buyer.

Terms generally concern warranties, remedies, and other issues associated with the use of the product.

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Browse-Wrap Term

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A term or condition of use that is presented when an online buyer downloads a product but that does not require the buyer's explicit agreement.

Are often unenforceable because they do not satisfy the agreement requirement of contract formation.

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E-signature

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An electronic sound,symbol, or process attached to or logically associated with a record and adopted by a person with the intent to sign the record.

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Partnering agreement

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An agreement between a seller and buyer who frequently do business with each other concerning the terms and conditions that will apply to all subsequently formed electronic contracts.

Can establish special access and identification codes to used by the parties

reduces likelihood that disputes will arise

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Record

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Information that is either inscribed on a tangible medium or stored in an electronic or other medium and is retrievable .