contract chapter 2


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Unformatted text preview: BASIC CONTRACT LAW FOR PARALEGALS OFFER Chapter 2 OFFER DEFINED OFFER: Proposal by offeror to offeree OFFEROR PROPOSES / OFFEREE DISPOSES OFFER creates a power in the offeree to establish a contract. Elements of offer Manifestation of present contractual intent; Offer communicated to offeree; Certain and definite terms manifesting intention to contract. PRESENT CONTRACTUAL INTENT A contract cannot be thrust upon an unsuspecting person. Intent to contract must be apparent to objective, reasonable person considering totality of circumstances surrounding the offer. Facetious or joking "offer" is NO offer COMMUNICATION TO OFFEREE No valid contract if offeree unaware of offer. Offeror decides how to effectively communicate offer to one or more offerees. Valid communication invests in offeree the power to accept the offer. Offer and Invitation to Make Offer are distinguishable by their intent and terms. CERTAIN / DEFINITE TERMS ELEMENTS: PRICE SUBJECT MATTER THE PARTIES TIME OF PERFORMANCE Court examines totality of circumstances, eg. Party statements, negotiations, documentation evidencing intent PRICE / CONSIDERATION Benefit conferred or Detriment incurred Law requires that price be be specified in the offer itself. Speculation or procrastination in setting price results in No contract. WHY? Without essential terms parties lack Mutual Assent Court can assume Reasonable Price in interpreting contract. SUBJECT OF CONTRACT Goods or Services described in unambiguous terms Alternate Offers OK if certain in their own right. Output Requirements Contracts : "All you can make" vs. "All I can use" = still an objective standard; valid offer. NEW ENGLAND PATRIOTS ARE BIG LOSERS............ PARTIES OFFEREE must be specifically described. Valid If Offeree identity determinable via Objective Standard. Unless expressly identified Offeree can be any individual or class to whom offer is communicated. Personal service contract: Identify offeror. TIME OF PERFORMANCE Offers/ contracts NOT of unlimited duration. Words of Limitation must be expressed by Offereor. In the absence of expression of time, Court will presume "reasonable time," by custom and usage. Time of the Essence: late performance = breach of contract. UNIFORM COMMERCIAL CODE Model law adopted in whole or part by each state affecting sales of goods between merchants, only. Purpose: to promote commerce. Effect: Missing elements will be presumed. Also: Contractual defects cured via performance of the parties. ...
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This note was uploaded on 04/22/2008 for the course PLG 220 taught by Professor Maehrer during the Spring '08 term at Kutztown.

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