contracts I outline.doc - Contracts Outline I Is there a Contract(1 Offer Offer manifestation of willingness to enter into a bargain offeree believes

contracts I outline.doc - Contracts Outline I Is there a...

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Contracts Outline I. Is there a Contract? (1) Offer Offer- manifestation of willingness to enter into a bargain, offeree believes that all they have to do is accept it (2) Acceptance Acceptance - manifestation of assent to the terms thereof made by the offered in a manner invited or required by the offer Using another mode of acceptance other than specified cannot qualify as acceptance * contract is only valid upon offer and acceptance Mutual assent - objective standard (if there was a “meeting of the minds”) II. Destroying Offer 1. Rejection by Offeree 2. Lapse of time ( if not specified, reasonable) 3. Death or incapacity of offeror Destroyed, even if offeree doesn’t know offeror died ( but death can not destroy a K) 4. Revocation (direct) OFFERROR is King, may revoke K at any time R2d50 Indirect Revocation - revokes K if offeree informed by reliable source of offeror revocation, or knows offer was made to someone else Irrevocable offer once supported by consideration III. Option contract an enforceable promise to hold an offer open, irrevocable until the time period lapses Must exercise option k with proper acceptance within time limit to turn into k *must be supported by consideration, no consideration simply offer to sell R2d: If consideration provided, K is still valid even if offeror states he revokes Recitation consideration - written acknowledge of receipt of consideration- rebutts presumption that consideration was not paid If no evidence that consideration was paid, you can argue that the contract is revocable * an unenforceable option K may still be a firm offer if it satisfies the UCC requirements Offeror must give offeree a reasonable period of time to complete performance *mere preparations do not count as performance R2d 87(1) UCC 2-205: FIRM OFFER a promise to hold an offer open will be enforced even without/ consideration (1) Must be written and signed
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(2) Reasonable time not to exceed 3 months (3) Must be a merchant 1-201 (4) Mailbox Rule: Acceptance is effective when sent, doesn’t apply if not directed to offerror R2D 40: If rejection mailed before acceptance (first), mailbox rule out, so which ever gets there first Revocation or rejection is effective upon receipt, if revocation received first then no K Acceptance by dispatch if sent by reasonable means and receipt The default rule is that offers are deemed bilateral K unless offeror unambiguous state that performance isn’t the only mode of acceptance. Promissory acceptance effective When communicated to the offer Unless offer stated differently Acceptance by Silence/Inaction Generally silence/action alone cannot be acceptance Unless exception in R2d 69 applies (rare) -Takes benefit w/ reasons to know compensation expected - previous dealing/other circumstance indicates If there is a special relationship btwn parties silence ok -duty to respond -natural interpretation of silence is acceptance IV. Counteroffer R2d 59, 60, 61 Acceptance with mere addition of terms is not a counteroffer Counteroffer- different terms/added qualifications
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  • Fall '08
  • lew
  • promise, Offeree

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