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.
Lapse of time
Death before acc.-except irrevocable off
Rejection-mirror image, c/o = rej.
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
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)
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
Agreement must be directly between