(A)(4) Offer and Acceptance - Acceptance

Question 1

acceptance

Answer 1

an objective manifestation by the offeree to be bound by the terms of the offer

Question 2

who may manifest acceptance?

Answer 2

only a party to whom an offer is extended may accept or, if the offer is extended to a class, a party who is a member of the class may accept

Question 3

who may manifest acceptance?

Answer 3

only a party to whom an offer is extended may accept or, if the offer is extended to a class, a party who is a member of the class may accept

Question 4

acceptance - knowledge requirement

Answer 4

an offeree must know of the offer upon acceptance for it to be valid

Question 5

acceptance - communication requirement

Answer 5

the offeree must communicate the acceptance to the offeror for it to be valid

Question 6

manner of acceptance

Answer 6

the offeror can detail the manner of proper acceptance

Question 7

bilateral contract

Answer 7

a contract in which a promise by one party is exchanged for a promise by the other—the exchange of promises is enough to render them both enforceable

Question 8

how can an offer requiring a promise to accept be accepted?

Answer 8

either:
(a) with a return promise; or
(b) by starting performance

Question 9

bilateral contract - commencement of performance

Answer 9

commencement of performance of a bilateral contract operates as a promise to render complete performance

Question 10

unilateral contract

Answer 10

a contract in which one party promises to do something in return for the act of the other party (i.e., a monetary reward for finding a lost dog)

Question 11

unilateral contract - acceptance by promising performance

Answer 11

unlike a bilateral contract, in a unilateral contract, the offeree’s promise to perform is insufficient to constitute acceptance

Question 12

unilateral contract - acceptance

Answer 12

acceptance of an offer for a unilateral contract requires COMPLETE performance

Question 13

unilateral contract - commencement of performance + revocation

Answer 13

once performance has begun, the offer is irrevocable for a reasonable period of time to allow for complete performance unless there is a manifestation of contrary intent

Question 14

is an offeree bound to completing performance in a unilateral contract?

Answer 14

no

Question 15

unilateral contract - termination + damages

Answer 15

the offeror may terminate the offer before the offeree begins to perform, expenses incurred by the offeree in preparing to perform may be recoverable as reliance damages

Question 16

manner of acceptance general rule

Answer 16

when there is doubt as to whether an offer may be accepted by a promise to perform or by performance, the offeree may accept the offer by either

Question 17

who is the master of the offer?

Answer 17

offeror

Question 18

determining means of acceptance

Answer 18

the offeror is master of the offer and can dictate the manner and means by which an offer may be accepted—i.e., the offeror can require the offeree to accept in writing or to accept by means of a phone call

Question 19

what happens if the means of acceptance is not expressly stated?

Answer 19

unless the offeror specifically requires the offeree to accept in a particular manner or by using a particular means, the offeree can accept in any reasonable manner and by any reasonable means

Question 20

reasonable means of acceptance

Answer 20

a means of acceptance is reasonable if it was used by the offeror, used customarily in the industry, or used between the parties in prior transactions

Question 21

effectiveness of acceptance by unauthorized means

Answer 21

even if the acceptance is by unauthorized means, it may be effective if the offeror receives the acceptance while the offer is still open

Question 22

silence as acceptance (implied acceptance) general rule

Answer 22

generally, silence does not operate as an acceptance of an offer, even if the offer states that silence qualifies as acceptance (or implied acceptance), UNLESS an exception applies

Question 23

silence as acceptance (implied acceptance) general rule EXCEPTIONS (2)

Answer 23

(i) the offeree has reason to believe that the offer could be accepted by silence, and he was silent with the intent to accept the offer by silence; or
(ii) because of previous dealings or patterns of behavior, it is reasonable to believe that the offeree must notify the offeror if the offeree intends NOT to accept

Question 24

shipment of goods - buyer requesting shipment of goods

Answer 24

if the buyer requests that the goods be shipped, then the buyer’s request will be construed as inviting acceptance by the seller either by a promise to ship or by prompt shipment of conforming or nonconforming goods

Question 25

shipment of goods - seller ships nonconforming goods

Answer 25

if the seller ships nonconforming goods, then the shipment is both an acceptance of the offer and a breach of the contract—the seller is then liable for any damage caused to the buyer as a result of the breach

Question 26

shipment of goods - notifying buyer that nonconforming goods are tendered as an accommodation

Answer 26

if the seller “seasonably” notifies the buyer that the nonconforming goods are tendered as an accommodation, then no acceptance has occurred, and no contract is formed

Question 27

what type of offer is an accommodation (shipment of goods)?

Answer 27

an accommodation is deemed a counteroffer, and the buyer may then either accept (thereby forming a contract) or reject (no contract formed)

Question 28

mailbox rule

Answer 28

an acceptance that is mailed within the allotted response time is effective WHEN SENT (not upon receipt), unless the offer provides otherwise

Question 29

mailbox rule - mailing requirements

Answer 29

the mailing must be properly addressed and include correct postage

Question 30

mailbox rule - rejection following acceptance

Answer 30

if the offeree sends an acceptance and later sends a communication rejecting the offer, then the acceptance will generally control even if the offeror receives the rejection first

Question 31

mailbox rule - rejection following acceptance: receiving rejection first

Answer 31

if the offeror receives the rejection first and detrimentally relies on the rejection, then the offeree will be estopped from enforcing the contract

Question 32

mailbox rule - acceptance following rejection

Answer 32

if a communication is sent rejecting the offer, and a later communication is sent accepting the contract, then the mailbox rule WILL NOT apply, and the first one to be received by the offeror will prevail

Question 33

when is an acceptance or rejection received?

Answer 33

when the writing comes into the possession of the offeror or her agent, or when it is deposited in the offeror’s mailbox

Question 34

does the offeror have to actually read the communication (acceptance or rejection) first for it to prevail?

Answer 34

no

Question 35

mailbox rule - revocations effective upon receipt

Answer 35

offers revoked by the offeror are effective upon receipt

Question 36

mailbox rule - option contracts

Answer 36

the mailbox rule does NOT apply to an option contract, which requires that the acceptance be received by the offeror before the offer expires

Question 37

mailbox rule - other irrevocable offers

Answer 37

the mailbox rule does NOT apply to offers that specify that acceptance must be received by a certain date

Question 38

mailbox rule - medium

Answer 38

if the acceptance is via an “instantaneous two-way communication,” such as telephone or traceable fax, it is treated as if the parties were in each other’s presence

Question 39

notice - unilateral contract

Answer 39

in a unilateral contract, an offeree is not required to give notice after performance is complete, unless he has reason to know that the offeror would not learn of performance within a reasonable time, or the offer requires notice

Question 40

what happens if notice is required but not provided in a unilateral contract?

Answer 40

the offeror’s duty is discharged UNLESS an exception applies

Question 41

what are the exceptions to the general rule that the offeror’s duty is discharged in a unilateral contract where notice is required but not provided?

Answer 41

(i) the offeree exercises reasonable diligence to notify the offeror;
(ii) the offeror learns of performance within a reasonable time; or
(iii) the offer indicates that notification of acceptance is not required

Question 42

notice - bilateral contract

Answer 42

an offeree of a bilateral contract must give notice of acceptance

Question 43

notice - bilateral contract: mailbox rule

Answer 43

under the mailbox rule, because acceptance becomes valid when sent, a properly addressed letter sent by the offeree operates as an acceptance when mailed, even though the offeror has not yet received the notice

Question 44

notice - bilateral contract: acceptance by beginning performance

Answer 44

under the UCC, notice is required within a reasonable time if acceptance is made by beginning performance and failure to do so will result in a lapse of the offer