Formation

Question 1

Offer

Answer 1

An objective manifestation of a present intent to contract

• demonstrated by a promise, undertaking, or a commitment; definite and certain terms, and requires a communication to the offeree

Question 2

Objective Manifestation of Intent

Answer 2

Offer must give offeree a reasonable expectation that offeror is willing to enter to a K

Question 3

Definite and certain terms

Answer 3

terms included must be sufficient to allow a court to enforce the K (quantity, time for performance, ID of parties, price)

Question 4

Communcation to an Identified Offeree

Answer 4

Offeree must know of the offer and have the power to accept it (ads do not count)

Question 5

UCC Offers

Answer 5

Quanitiy must be certain, or cable of being certain
Missing terms ok, particularly price, if it is clear parties intended to make the K and there is a reasonable basis for giving a remedy

Question 6

Termination of the Offer

Answer 6

Acts of the Parties
- Revocation by offeror
- Rejection by the Offeree
- Lapse of Time
Operation of Law
-Death or insanity of either party
- Destruction of proposed K subject matter
- Supervening illegality

Question 7

Revoking offers and Irrevocable Offers

Answer 7

An offeror may revoke her offer, which effectively terminate the offer and the offeree’s power to accept

Question 8

Methods of Revocation

Answer 8

1) Unambigous statemetn by the offeror to the offeree
2) Offeree becomes aware of offeror’s unambiguous conduct or statement uindicating an unwillingness or inability to Contract

Question 9

Limitations on Revocation

Answer 9

Revocation is only effective upon recept by the offeree
Offer cannot be revoked once it been accepted
Unilateral K - start of performance makes the offer irrevocable for a reasonable amount time to complete the performance (start of performance must be more than mere preparation)

Question 10

Irrevocable Offers

Answer 10

• Option K
• UCC Firm Offer
• Detrimental Reliance by offeree

Question 11

Option K

Answer 11

Promise to Keep an offer open
- Consideration needed for Common Law
-No Consideration needed for UCC

Question 12

UCC Firm Offer

Answer 12

If a MERCHANT offers to buy or Sell goods in a SIGNED writing and assures that the offer will be held open, it is irrevocable. No Consideration is needed

Question 13

Detrimental Reliance by Offeree

Answer 13

Reliance must be reasonable

Question 14

Rejection of Offer

Answer 14

Rejection by offeree terminates the offer and the offeree’s power of acceptance

Question 15

Methods of Rejection

Answer 15

-Express Rejection
- Counteroffer
- Conditional Acceptance
- Acceptance w Additional terms

Question 16

Express Rejection

Answer 16

effective when received

Question 17

Counteroffer

Answer 17

terminates the original offer and becomes a NEW offer; bargaining is not a counteroffer

Question 18

Conditional Acceptance

Answer 18

Terminates the original offer & becomes a new offer
- look for “if,” “only if,” “but,” “provided,” “so long as”

Question 19

Acceptance w Additional terms Common Law -

Answer 19

acceptance must mirror the offer; acceptance w additional terms creates a rejection and counter offer

Question 20

Acceptance w Additional terms UCC

Answer 20

depends if both parties are Merchants

1) K with one non-merchant - terms of offer govern, K is formed, but additional terms are excluded and considered mere proposal to modify the K

2) Both Parties are Merchants - additional terms become part of the K unless certain exceptions apply

Question 21

Acceptance

Answer 21

Acceptance arises upon offeree’s celar expression of assent to the terms of the offer

Question 22

Common Law Mirror Image Rule

Answer 22

Acceptance must mirror the offer’s terms; it cannot omit or add new terms

Question 23

Acceptance w additional terms (both parties merchants - UCC)

Answer 23

acceptance with additional terms is valid, unless
- additional terms materially change the offer
- offer expressly limits acceptance to the offer’s terms or
- offeror objects within a reasonable time after notice of the new terms

Question 24

Acceptance w Additional terms (k involving a non-merchant) UCC

Answer 24

k formed, but without the additional terms

Question 25

Acceptance by prompt shipment

Answer 25

a merchant may accept an offer to buy goods by either;
1) providing a promise to ship goods (usually by written confirmation)
2) promptly shipping conforming goods
* Shipment of nonconforming goods is an acceptance, but also may give rise to breach of contract

Question 26

Mailbox Rule

Answer 26

Offers and acceptances transmitted via mail or other similar means becomes effective upon either dispatch or receipt

Question 27

Mailbox Rule - Offers

Answer 27

effective upon receipt

Question 28

Mailbox Rule - Acceptance

Answer 28

Effective upon dispatch

Question 29

Mailbox rule Limitations

Answer 29

• If the offer stipulates acceptance is not effective until received, the offer controls
• If offeree sends both a rejection and aceptance, the first to arrive is controlling

Question 30

Mailbox rule Limitations

Answer 30

• If the offer stipulates acceptance is not effective until received, the offer controls
• If offeree sends both a rejection and acceptance, the first to arrive is controlling
• Option K - Acceptance effective upon receipt

Question 31

revocation

Answer 31

Mailbox rules does not apply, only upon receipt

Question 32

Acceptance by performance

Answer 32

an offeree may accept by partial performance (bilateral Ks) or complete performance (unilateral K), unless acceptance is limited by the terms

Question 33

Unilateral Ks Acceptance by Performance

Answer 33

complete performance required

Question 34

Bilateral K Acceptance by Performance

Answer 34

Partial performance gives rise to acceptance
-Offeree must make Offeror aware of acceptance

Question 35

Offers requiring acceptance by promise

Answer 35

1) Offeree begins to perform &
2) Offeror knows offeree has begun performance and acequies

Question 36

Consideration and Sub. for Consideration

Answer 36

Required for Every K
- Bargained for exchange of legal value between parties
- There must be a benefot to the Promisor or a detriment to the offeree

Question 37

Invalid Consideration

Answer 37

1) Promises of gifts or conditional Gifts
2) Illusory Promises - promise where there is no obligation to perform
3) Bargained for Exchange - a promise must induce detriment and the detriment must induce the promise
4) Past or Moral Consideration - a promise to perform a pre-exisitng duty

Question 38

Sub for Consideration

Answer 38

Promissory Estoppel - Court may enforce a promise if;
1) promisor reasonably expects relaince by the promisee
2) Promisee acts or refrains from acting such that his reliance is detrimental; and
3) injustice will occur without enforcement of the promise