Ch+14-REVIEW-Agreemt-S10 - Ch 14Agreement REVIEW Dr Deborah...

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Ch. 14—Agreement Dr. Deborah Pomeroy REVIEW BLaw 2361—S10 AGREEMENT Remember from Ch 13, Agreement is the FIRST ELEMENT of a valid K --An agreement requires an OFFER from an Offeror (O’or) and an ACCEPTANCE of the offer by the Offeree (O’ee). --The parties must manifest their agreement to the same bargain , i.e., there must be a “ meeting of the minds .” Once AGREEMENT is reached, if the other elements of a K are present (consideration, capacity, and legality), a valid K is formed. REQUIREMENTS (ELEMENTS) OF THE OFFER (1)-The O’or must seriously, and objectively, intend to perform or refrain as offered. (2)-The offer must include all material terms of a K and must be reasonably certain or definite . (3)-The O’or must communicate the offer to the offeree. I. INTENT --O’or must OBJECTIVELY MANIFEST an intent to be bound to the terms of the offer by the O’or’s acceptance(SEE “Objective Theory of Contracts”—Ch. 13). --Remember, Ks are interpreted using an “ OBJECTIVE ” standard, which means that courts are concerned w/parties’ outward manifestations of intent , not their internal thought processes. 1
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--Obviously, if TARP would clearly interpret a party as joking or speaking in anger, or sarcastically, etc, then TARP would NOT interpret the words as a SERIOUS offer. --sometimes an O’or may try to avoid being bound by a K later by claiming the offer (s)he made was actually a joke/or that (s(he was too intoxicated to know what (s)he was doing--BUT, even if the person was joking/intoxicated, it MUST BE clear to an objective, reasonable person, observing the party’s words and actions that was the case. LUCY V. ZEHMER , Virginia (1954). Classic case re objective theory of Ks. (see notes) Ct said: We must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention. The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts.” The following are NOT OFFERS : PRELIMINARY NEGOTIATIONS: --An “invitation to negotiate” or an “expression of possible interest” is NOT an offer b/c there is no expressed willingness to be bound, ONLY a willingness to discuss the possibility of entering into a K. BIDS:
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Ch+14-REVIEW-Agreemt-S10 - Ch 14Agreement REVIEW Dr Deborah...

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