Professional Documents
Culture Documents
Contractsoutlineforessays
Contractsoutlineforessays
Contractsoutlineforessays
Offers are explicit, definite, reasonably certain, and invite acceptance from
specified persons.
Ads not usually offers: they are solicitations or invitations for offers
Exception: if advertisement is “clear, definite and explicit and leaves nothing open for
negotiation.”
Preliminary Negotiations
Manifestation of willingness to enter into a bargain is not an offer if the person to
whom it is addressed knows or has reason to know that the person making it does not
intend to conclude a bargain until he has made a further manifestation of assent.
Reason to know: depends not only on the words of other conduct, but also on the
circumstances, including previous communications of the parties and the usages of
their community or line of business (OBJECTIVE TEST)
General Rule: letters of intent usually outline preliminary negotiations and are
generally not enforceable.
UCC 2-204
Good defined under UCC: thing, moveable, and existing and identifiable at the time of
the contract.
Contract for the sale of goods “may be made in any manner sufficient to show
agreement”
UCC 2-206
Offer construed as inviting acceptance in any manner
Order to buy goods for prompt shipment construed as inviting acceptance by a prompt
shipment of conforming or non conforming goods.
Essential Terms
Subject Matter
Price
Quantity
Payment Terms
Quality
UCC DOES NOT HAVE ESSENTIAL TERMS because of gap fillers. However, quantity can
still be essential (except in the case of requirement or output contracts)
Acceptance
Manifestation of assent to the terms thereof made by the offeree in a manner
invited or required by the offer.
Intent determined objectively – the question is whether a reasonable person in the
offeror’s position would have understood the manifestation as an acceptance.
Acceptance may still be valid even if conditional language included if such language
is clearly independent of the condition (qualified acceptance vs. absolute acceptance)
§61 An acceptance which changes or ads terms to the original offer is not invalidated
unless the acceptance is dependent on the offeror agreeing to those new or added
terms.
Termination
Rejection
Counter-offer
Revocation by offeror
Lapse of time
Mailbox Rule
As soon as the answering letter is mailed, the contract is concluded. Though one party
does not know of the acceptance, the manifestation thereof is put in the proper way
of reaching him.
Acceptance is effective as soon as you send something (at dispatch)
Offeror is always free to change the default mailbox rule and insist on acceptance being
effective only upon actual recipt of the acceptance
§30
(1) an offer may invite or require acceptance to be made by an affirmative answer
in words, or by performing or refraining from performing a specified act, or
may empower the offeree to make a selection of terms in his acceptance
§32
In case of doubt an offer is interpreted as inviting the offeree to accept either
by promising what the offer requests or by rendering the performance as the
offeree chooses.
Offer not puffery if intent there and conditions could be met through
acceptance by performance.
Notice of acceptance not required because acceptance by performance
and other elements met.
Acceptance by Performance: Unilateral contracts
Must perform acts specified in contract
Acceptance by Promise: Bilateral contract
UCC v. Restatement
UCC does not distinguish between bilateral and unilateral offers.
Basically two ways to accept offer to buy goods – either promise or shipment, so the
distinction becomes irrelevant
Silence as acceptance:
Where offeree takes benefit of offer with reasonable opportunity to reject them and
reason to know they were offered w/ the expectation of compensation
Where prior course of dealings plus retention of the goods may create a manifestation
of intent
Offeror gives offeree reason to believe acceptance may be manifested by silence and
where oferee intends to accept offer and shows that by remaining silent
Consideration
Pre-existing duty rule
Liability and Consideration and Foreseeability
If the damages are foreseeable at the time of the contract, then you are liable for
those damages
Just performing what you already agreed to do is not consideration for the new
contract.
So in order to modify that contract, you need additional consideration under common
law.
Promissory Estoppel
Applies when there is not an enforceable contract but the promisee has
incurred damages in reliance on the promise of the promisor (damages are
limited to the reliance damages)
(1) promise
(2) prove that promise is a type that the promisor can forsee some action or
forbearance by the promisee
(3) prove that the promisee acted as was expected by the promisor (acted in
reasonable reliance on the promise)
(4) Prove the only way to prevent injustice is to enforce the promise