Flashcards in Chapter 9 Deck (45):
Offer and Acceptance
D: Agreement Intention
Contract is judged by what a reasonable person in the offeree's position would conclude about the offer.
What was the Lucy v. Zehmer (1954) case?
Zehmer and Lucy were at the bar and Zehmer decided that he was going to sell the farm. Later he told Lucy that he didn't actually want to sell the farm.
Is an expression of opinion an offer?
No. Ex- You think the car is worth $40,000 but you don't know anything about cars (not an offer)
Are statement of future intent an offer?
No. Ex- I think I will sell my car in three years (not an offer)
Are Preliminary Negotiations, or Incitations to Negotiate offers?
Are Advertisements offers?
No. They are invitations to negotiate.
D: Agreement to agree
An agreement that says we won't make an agreement now, but we will agree at a later date.
What are the four terms of a contract?
1. Identification of the parties
2. Object or subject matter of the contract
3. Consideration to be paid
4. Time of payment, delivery, or performance
What if your contract is not really specific on price?
There can be litigation (argument) in court.
What are the three ways offers can be terminated?
1. Revocation of the offer by the offeror
2. Rejection of the offer by the offeree
3. Counteroffer by the offeree
-Offer can be withdrawn anytime before offeree accepts the offer, unless offer is irrevocable
-Effective when the offeree or offeree’s agent receives it
-Rejection by the Offeree (expressed or implied) terminates the offer
-Effective only when it is received by the Offeror or Offeror’s agent.
-Rejection of original offer and the simultaneous making of a new offer.
D: Mirror Image Rule
At common law, any change in terms automatically terminates the offer and substitutes the counteroffer.
What is termination by Lapse of Time?
-Offeree terminated by law when the period of time specified in the offer has passed.
-If there is no specified time, then the jury chooses the reasonable standard. (The jury decides what the reasonable standard is)
D: Irrevocable Offers
courts are unwilling to allow a revocation based on promissory estoppel
A voluntary act (expressed or implied) by the Offeree that, shows assent (agreement), to the terms of an offer.
The “Mirror Image” Rule
D: General Rule
Offeree should not be legally obligated to affirmatively reject an offer.
D: Bilateral Contract
Communication of acceptance is necessary because of mutual exchange of promises.
D: Unilateral Contract
Acceptance is evident, notification not necessary.
D: Mailbox Rule
Acceptance is effective when offeree uses authorized means of acceptance.
D: Substitute Method of Acceptance.
-Effective if the substitute serves the same purpose (Fed-Ex vs. UPS).
-Not effective on dispatch.
-Effective when received by the Offeror
D: Acceptance of Terms
What constitutes an acceptance
How payment is made
Of liability for certain uses of the goods
D: Limitations on Remedies
If goods defective or contract is breached, there is a limitation placed on the remedies that can take occur.
D: Forum-Selection Clause
Location or jurisdiction where disputes will be resolved.
D: Choice-of-Law Clause
Disputes will be settled in accordance with law of particular jurisdiction.
What have courts decided in regards to clicking on an "I Accept" or "I Agree" button?
You canoodle be agreeing to a binding contract
D: Shrink-Wrap Agreements
Party opening box agrees to terms by keeping merchandise.
D: Browse-Wrap Terms
Browse-wrap terms do not require assent and are usually unenforceable
Electronic sound, symbol, or process attached to or logically associated with a record.
D: Digitized Signature
Graphical image of a handwritten signature.
What does/did E-SIGN (2000) do?
Gives e-signatures and e-documents legal force
What constitutes an E-Signatire to be enforceable?
For an e-signature to be enforceable, the contracting parties must have agreed to use electronic signatures.
E-SIGN does not apply to all documents. What are some examples?
Court documents, divorce decrees, pre-nuptials, and wills.
Sellers and Buyers agree as to protocols to create online agreements
-Useful for just in time ordering.
What is the purpose of the The Uniform Electronic Transactions Act?
To remove barriers to forming electronic commerce.
A record is information that is inscribed on a tangible medium
What does UETA stand for?
Uniform Electronic Transactions Act
D: Uniform Electronic Transactions Act
-UETA does not create new rules, but rather enforces ‘real world’ rules on electronic contracts.
-Only applies to E-Signetures and digital transactions.
Do state laws need to conform to E-SIGN procedures?
Yes. At a minimum. They could confirm to UETA if both sides agreed.