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Unformatted text preview: CONDUCTCONTRACTS I CONDUCTCONTRACTS I Offer and Acceptance I. MUTUAL ASSENT Required in Contracts - Existence determined by objective theory. 1) objective theory - mutual assent should be determined from objective manifestation of assent. a. objective manifestation should be viewed from a vantage point of a reasonable person in the position of the other party. (Question of Fact). II. LEGAL CONSEQUENCES Parties are bound without manifesting intent to be bound. They may, however, expressly or implicitly (through conduct or circumstances) agree to exclude legal consequences. III. MEMORIALIZATION Views : 1) Parties intend to be bound by the agreement and the writing is just a convenient memorial. 2) Parties didnt intend to be bound until they sign the writing. 3) When intent not expressly manifested, court looks at:-language-conduct-existence of open terms-partial performance-custom 4) But they might have a letter of intent - Although usually means the formal agreement is yet to be done, the letter may have clues as to whether they intended to be bound. IV. OFFER Manifestation of willingness to enter into a K. It empowers the offeree to create a K by accepting. For a promise to be an offer, the promise must justify the other person, as a reasonable person to conclude that his assent will create a K. An offer is a promise to do or refrain from some specified thing in the future. A promise is a manifestation of intent that gives assurance that a thing will be done or will not be done (promise contained in offer). 1. Offers distinguished from statements that are not offers: a. Expressions of opinion and words of reassurance are not promises. b. Statement of intention or hopes and desire dont constitute an offer c. A mere inquiry or an invitation to the other party to make an offer doesnt constitute an offer. 1 ex) will you sell me your car for $5000 d. Ads, catalog, circular letters for the sales of goods are not ordinarily considered to be offers because they do not contain express language of promise, and dont have quantity term. Quantity term unlike price cant be filled in by court. (No language of promise, no language of commitment to any desirable person, no quantity) First Come, First Serve offer becomes language of commitment to an identifiable person and state a quantity ONE NOTE: Circular letter not offer although has quantity because no language of commitment. A R person would not think this is an offer because to many people &amp; many acceptances &amp; many bilateral Ks e. Price quotation is not an offer because no quantity, but even if it has quantity and its to an individual, if it says it is a Quote, then no offer....
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This note was uploaded on 09/21/2009 for the course LAW All taught by Professor All during the Fall '09 term at University of the West.
- Fall '09