The Agreement: Offers and Acceptances

Question 1

What is NOT an offer?

Answer 1

1. Invitations to bargain
2. Price quotes
3. Letters of intent
   -A letter that summarizes the negotiating progress
4. Advertisements
   5, Auction
   -An auction is merely a request for an offer

Question 2

Open Price

Answer 2

The Code establishes a reasonable price

Question 3

Gap-Filler Provisions

Answer 3

These are the UCC rules for supplying missing terms

Question 4

Important Gap-Filler Provisions

Answer 4

Open Price: if parties do not settle on a price, the Code establishes that the goods will be sold for a reasonable price; usually the market value or a price established by a neutral expert or agency

Output and Requirements Provisions

Question 5

Output Contract

Answer 5

Obligates the seller to sell all of his output to the buyer, who agrees to accept it; both parties must act in good faith

Question 6

Requirements Contract

Answer 6

Obligates a buyer to obtain all of the needed goods from a seller; the Code requires all parties act in good faith

Question 7

Contracts Temporarily Irrevocable

Answer 7

This action gives the parties involved the chance to review and evaluate offers

Option Contract - The offeror may not revoke an offer during the option period

Firm Offers - this is for UCC contracts only; if a promise in writing signed by a. merchant promises to hold the offer open for a period, it may not be revoked during that period

Question 8

How Long Does An Offer Remain Effective?

Answer 8

Until it is terminated or accepted

An offeree accepts by saying or doing something that a reasonable person would understand to mean that they want to accept an offer

The offeree must say something or do something to accept
-Example: Marge cannot leave a message making an offer, and saying, “I’ll assume you agree unless I hear from you”

Question 9

Additional Terms

Answer 9

Those that bring up new issues; if the offeree states that the acceptance is conditional on the offeror’s assent to the new terms, there is no contract

Question 10

Three Situations When New Terms Do Not Become a Contract

Answer 10

1. If the offeror insisted on its own terms
2. If the additional terms materially alter the original offer
3. If the offeror receives the new terms and promptly objects

Question 11

Different Terms

Answer 11

Those that contradict terms in the offer; the majority of states hold that different terms cancel each other out - instead, the neutral terms from the Code are “read into” the contract

Question 12

Different Terms

Answer 12

Those that contradict terms in the offer; the majority of states hold that different terms cancel each other out - instead, the neutral terms from the Code are “read into” the contract

Question 13

Clickwrap Agreements

Answer 13

Require users to accept proposed terms by clicking an “I agree” button; but everyone knows that no one reads them

Courts have concluded these agreements are binding

Question 14

Browsewrap Agreements

Answer 14

Websites seek to bind users to their terms just by posting them somewhere on their sites or making them accessible through a hyperlink

Do not require users to do anything or click anything - websites often argue that just browsing through the site is enough to constitute acceptance, so long as the terms of use are elsewhere on the site

Courts have generally held browse wraps binding when websites give users reasonable notice and access to terms, but not when they are inconspicuous and buried

Question 15

Method and Manner of Acceptance

Answer 15

If an offer demands acceptance in a particular method or manner, the offeree must follow those requirements
-If the offer does not specify a type of acceptance, the offeree may accept in any reasonable manner and method