cheat sheet - Offer Language used; invitation for...

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Offer Language used; invitation for negotiation? Directed at multiple people? Relationship of parties, i.e. past dealings, common practices and trade usage Two pronged test-objective reasonable person; subjective rarely used; party wont admit GR not an offer-ads, price quotes. Exception when clear, definite, no room for neg. Terminated Lapse of time Death before acc.-except irrevocable off Rejection-mirror image, c/o = rej. Question rej; rej wont terminate irrevocable off. unless reliance by o’or Revocation-GR o’or can revoke anytime before acc direct- must be received, need not say “revoke” indirect-need definite action, reliable info Irrevocable Off- look for cons, or… signed writing w/ purported cons Uni K when perf begins Where Statute makes off irrevocable 2-205 Firm Offer-by merch, signed, terms give assurance,reasonable time, never>3mos Acceptance CL – notice req, full perf in uni K, GR silence acc, mirror image Mailbox – “overtaking rej” K formed when acc sent, unless o’or relied on rej. “overtaking acc”-K when acc arrives, o’ee loses protection of rule when rej sent Exceptions –irr. off,acc only valid on receipt acc by mail not invited, does not apply to perf. SOG – reasonable manner allowed, prompt shipment if asked for, if non-conform goods w/ notification = no acc (2) additional terms construed as proposals, between merchants terms become part of K unless off expressly limits acc to terms of off, or materially alters, or objection is given Different terms two options: knockout or run through additional term test (3) if no K under (1) then u look to see if parties act like K, if so terms are ones agreed upon + gap fillers (NOT KO, say fall away) Against Formation Lack of Cons.- gratuities promise, peppercorn, past consideration, unsolicited action, moral obligation, forbearance invalid, illusory May be a bargain-satisfaction clause, requirements/output, exclusive rights, termination Uni. Mistake-factors ct weigh - material or significant mistake, neglect of legal duty, unconscionable to hold to, suing party return to status quo? other party knew/had reason to know of mistake, prompt notice needed Duress – induced, improper threat, leaves no reasonable alternative, improper = crim and civ prosecution (in bad faith), threaten to breach STATUTE OF FRAUDS - u need sig Interest in Land-lease, easement, any interest. Even if buyer made full payment, not enough Service K > 1 yr – cannot be fully performed w/in 1 yr of its MAKING, exactly 1 yr does NOT fall under, “rest of life” does NOT fall under, >1 yr must be on face, cts divided as to termination clause, ct hostile to SOF Suretyship-only true suretyship falls under, distinguish from direct obligation, novation, 3 rd party beneficiary. Agreement must be directly between SOG $500
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cheat sheet - Offer Language used; invitation for...

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