Offer

Question 1

When can offers NOT be revoked for a certain time?

Answer 1

Option K, Merchant “Firm Offer” Rule (offer to buy/sell goods, signed/written promise to keep offer open, offeror is a merchant, open for 3 months unless less stated). Reliance (reliance that is reasonably foreseeable and detrimental); Unilateral K (can’t be revoked once performance begins

Question 2

What if there is a conditional acceptance? (“if”, “only if” “So long as” “but”? UCC v common law

Answer 2

Common law = rejection, but if both perform, it is acceptance and new term is ADDED
UCC = Rejection, but if both perform, it is acceptance but new term is EXCLUDED

Question 3

What if there are additional terms?

UCC v. Common Law

Answer 3

Mirror Image rule: Common Law: Adding terms to the K is an indirect rejection destroying the offer (it is a counteroffer now)
UCC: If both parties are merchant, part of K if additional term is not “material” term of K or expressly not allowed by offeror

Question 4

Acceptance of Offers when offer requires “performance”

Answer 4

Beginning performance usually binds the offer into a K, but if it requires “performance” it requires completion.

Question 5

Mailbox rule: When does acceptance occur? What if rejection sent first?
When does this not apply?

Answer 5

Everything but acceptance are effective WHEN RECEIVED. Acceptance when mailed out. If rejection sent before acceptance, neither is effective until received. MAILBOX RULE does NOT APPLY WITH OPTIONS

Question 6

What happens when seller sends wrong goods?

Answer 6

Acceptance of K and breach UNLESS letter also sent saying “this is just an accommodation”, it becomes counteroffer no breach.

Question 7

Assignment of options

Answer 7

It is okay to sell your option K to someone else

Question 8

Defenses to K formation:

Answer 8

1) no consideration, 2) lack of capacity of offeror, 3) SOF, 4) illegality 5) public policy 6) misrepresentation 7) nondisclosure 8) duress 9) unconscionability 10) ambiguity of words in agreement 11) mistakes at time of formation

Question 9

Implied in Fact, Implied in Law, Preexisting Duty to third party

Answer 9

Implied in Fact = When one party accepts through his actions (manifestation of assent through action)
Implied in Law = Quasi-K, one party benefits to the other party’s detriment
Preexisting legal duty to third party: When there is a modification to a K and that party had a preexisting legal duty to him already