Offer And Acceptance In Bilateral Contracts

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simple definition of a bilateral contract

Back 1

an exchange of promises from both sides

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Classical components of a Bi-Contract

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"Parties engage in a period of preliminary negotiation, exchanging communications about the type of exhcange each would be willing to agree
the offeror makes a direct anc complete proposal of the contract
if the offeree manifests acceptance of the offer in a legally effectve way, the contract comes into being"

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Timing

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When negotiating or when an offer has been given, the time frame from offer to acceptance may be essential. If it takes too long, then the offer may no longer be valid, and thus no contract

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Advertisements and response

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An advertisement and a response to it is not sufficient to make a contract. There has to be a fixed expression of purpose to make a definite offer. Additionally there must be some form of assent on the part of the defendant.
Advertisements are not offers, but ony invitations for offers

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Restatement 2nd on fixed offers

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offers that are an expression of fixed purpose require no further expression of assent.

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Time of acceptance

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if a person takes his time accepting and it is through the mail, some jurisdictions look at the time the response was sent, others the response was recieved. Either way, it usually has to be communicated to be a valid response by an offeree

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Mailbox rule

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deposited acceptance. The post takes on the role of an agent for communication of acceptance, later cases discard the rationale as essentially fictional and focused on the offeree needing to have a firm basis for action in reliance of effectiveness of acceptance.
Will not apply if the offeror has stated expressly or by implication that he must recieve the acceptance for it to be effective
R2-K (§63) Unless offer provides otherwise, acceptance made in manner/medium invited by offer is operative & completes manifestation of mutual assent as soon as put out of offeree’s possession without regard to whether it ever reach to whether it ever reaches offeror, but an acceptance under an option contract is not operative until received by offeror

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Conflicting Clauses

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They will be given an interpretation that will try to reconcile them

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Superfine print

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may be disregarded if there is seemingly contradictory terms that are more prominent

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Subjective intent

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the test of true interpretation of an offer or acceptance is not what the party making it thought it meant, but what a REASONABLE PERSON in the position of the parties would have thought it meant

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Misrepresentation

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not a cause of the party’s making a contract unless he RELIED on the misrepresentation when he assented (R 2d-K)

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What is an offer to purchase?

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An offer to purchase is an offer by a purchaer to buy property. The prospective purchaser lays out an offer of the terms he wishes to propose to the seller

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Offerer’s super powers

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he shapes the offer, can lay out time limits for when it is valid, and shapes the entire course of the offer

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conditional acceptance

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"the seller changes the terms or modifies the offer, with the intent to accept the new terms
it is actually a counter-offer and a rejection of the initial proposal
There has to be a meeting of the minds on the entirity of a proposal, or no contract"

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Rule of termination by counter offer

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not an absolute... the counter offerer may qualify that the initial deal is not off the table

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Offeree’s power of acceptance terminated ?

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Rejection , counteroffer, lapse of time, revocation by offeror, or death of offeror or offeree

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Revocation by offerer

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"Direct or indirect revocation. Direct revocation, the offeree must RECIEVE NOTICE of revocation that is clear there is no more offer. That notice is reasonable (mailing notice that gets to the offeree is sufficient even if it is not read)

Indirect revocation is when an offeror takes action that is clearly inconstant with wanting to enter into a contract."

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R2-K offer defined

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manifestation of willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it

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Offer elements

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"must be communicated
the offer must indicate a desire to enter into a contract
the offer has to be directed at some person or group. It is possible to make an offer to an undefined person or group

offer must invite acceptance
the offer must create a reasonable understanding that a contract will arise upon being accepted (most important part, and what makes it different than a statement of interest)"