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36 Cards in this Set
- Front
- Back
Offer
|
Manifestation of commitment by one person
would a r/s person in position of offerree believe his/her assent creates a K |
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Offer -- Missing Sale Price
CL |
RE -- required, otherwise no offer
|
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Offer -- Missing Sale Prince
Article 2 |
Price not required
|
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Offer -- Vague or ambiguous material terms
CL & Art 2 |
No offer created
MAGIC WORDS: appropriate, fair, reasonable |
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Requirement/Output Contracts
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K for sale can state quantity of goods to be delivered under K in terms of buyer's requirement or seller's output
MAGIC WORDS: all, exclusively, solely |
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Requirement/Output Contracts -- Increases
|
Upheld as long as not uneasonably disproportionate
|
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Offer -- Advertisements
|
Not an offer
Advertisements are broadly defined |
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Termination of Offer
( ) |
1) Lapse
2) Death 3) Revocation |
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Termination of Offer -- Lapse
|
Lapse of time = time stated or reasonable time
usually month |
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Termination of Offer -- Death
|
Death/incapacity after offer, but before acceptance
|
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Termination of Offer -- Revocation
(2) |
One of two methods:
1) Unambiguous STATEMENT by offerror to offerree of unwillingness to K 2) Unambiguous CONDUCT by offeror indicating unwillingness to K that offerree is aware of MULTIPLE OFFERS not a revocation |
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Termination of Offer -- Irrevocability
(5) |
1) Option
2) Firm Offer Rule 3) Detrimental Reliance 4) Performance 5) Rejection |
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Termination of Offer -- Option
|
1) Offer
2) Promise not to revoke 3) Payment for promise |
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Termination of Offer -- Firm Offer Rule
(3) (Art 2 only) |
1) Offer to buy/sell;
2) Signed, written promise to keep ofer open; 3) Party a merchant (merchant = GENERALLY person in business) |
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Termination of Offer -- Detrimental Reliance
(4) |
1) reliance
2) r/s foreseeable 3) detrimental 4)Non-enforcement would be unjust |
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Termination of Offer -- Performance
|
Start of performance on a unilateral K
(remember, NOT preparing to perform) |
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Termination of Offer -- Rejection
(3) |
1) Counteroffer
2) Conditional Acceptance 3) Mirror Image Rule |
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Termination of Offer -- Rejection -- Counteroffer
|
When a firm counter-offer made, but not bargaining
bargaining = interrogative but not when OPTION EXCEPTION |
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Termination of Offer -- Rejection -- Conditional Acceptance --
Common Law |
Responses that include acceptance with words such as:
if, only if, provided, so long as, but, on condition that Rejection and Counter-Offer |
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Termination of Offer -- Rejection -- Conditional Acceptance --
Article 2 |
Responses that include acceptance with words such as:
if, only if, provided, so long as, but, on condition that Rejection ONLY |
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Termination of Offer -- Rejection -- Mirror Image Rule --
Common Law |
In order for a response to be acceptance, must look exactly like offer
|
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Termination of Offer -- UCC 2-207
(2) |
1) Offer that adds new term(s) = Acceptance
(seasonable expression of acceptance) -as long as it is not make the new term(s) a condition of acceptance 2) New term only part of K if -both parties merchants OR -additional term not material OR -additional term not objected to by offerror |
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Acceptance -- Three Forms
(3) |
1) Performance (CL - completion of; Article 2 - start of)
2) Mailbox Rule 3) Delivery of Wrong Good |
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Acceptance -- Mailbox Rule
(DDD + D) |
1) Distance
2) Delay 3) Difference between communications Does not apply to comply with option deadline, receipt required for those |
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Acceptance -- Elements
(4) |
1) Communications effective when sent
2) UNLESS K says effective when received 3) Option K involved -- effective upon delivery 4) Offeree sends BOTH acceptance and rejection, acceptance valid UNLESS: 1) rejection rec'd first, offerror detrimentally relies |
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Acceptance -- Delivery of Wrong Good
(2) |
1) Acceptance THEN
2) Breach Accommodation EXCEPTION - seller sends wrong good w/ explanation 1) No Acceptance 2) No Breach |
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Acceptance -- Who Can Accept
(2) |
1) person must know of offer at time they accept
2) offer made to that person |
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Assignability -- Offers & Options
|
Offers = cannot be assigned
Options = can be assigned |
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Acceptance -- Consideration
(2) |
1) bargained for
2) legal detriment Amount of consideration usually not relevant on BAR |
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Acceptance -- Miscellaneous Considerations (see p. 13)
|
1) Promise
2) Past Consideration*** 3) Preexisting Contractual or Statutory Duty*** 4) Partial Payment*** |
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Acceptance -- Consideration -- Promise
|
Promise, can be consideration IF ASKED FOR
not an illusory promise ("I promise to do this unless I don't feel like it" Amount, irrelevant ("a mere peppercorn is enough") |
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Acceptance -- Consideration -- Past Consideration
|
not consideration
EXCEPTION express request w/ knowledge that payment would be expected upon completion Preexisting |
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Acceptance -- Consideration -- Preexisting Contractual or Statutory Duty
(COMMON LAW ONLY) (3 exceptions) |
not consideration
EXCEPTIONS: 1) addition or change to performance 2) unforeseen difficulty that would excuse performance 3) third party promise to pay |
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Acceptance -- Consideration -- Partial Payment
|
IF debt due and undisputed -- part payment not consideration
IF debt not yet due or disputed -- consideration |
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Acceptance -- Consideration Substitutes
|
Written promise to satisfy an obligation for which there is a legal defense is enforceable without consideration
|
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Acceptance -- Consideration Substitutes -- Promissory Estoppel
(3) |
1) Promise
2) Reliance is r/s, detrimental and foreseeable 3) Enforcement necessary to avoid injustice |