Comment a qualified acceptance this is considered a

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The Legal Environment of Business: Text and Cases
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Chapter 13 / Exercise 1
The Legal Environment of Business: Text and Cases
Cross/Miller
Expert Verified
-Comment a: Qualified Acceptance – This is considered a counter-offer (§39)-Comment b: Statement of conditions implied in offer – offeree makes a conditional promise, but acceptance is unconditionalWickham & Burton Coal v. Farmers’ Lumber Co., 189 Iowa 1183Divisible contract – long-term agreement, seller’s promise illusory, but buyer places individual orders. Each offer a series of unilateral contracts and each order an acceptance seller bound to fill.Illusory promise – gives one party total discretion on whether to perform.Restatement §77: Illusory and Alternative PromisesIf agreement to purchase “all I need or require” it would be binding, since limits realm of realm of choice.F: Seller (P) agreed to furnish buyer (D) with as much coal as buyer (D) “would want to purchase” from seller (P). Suit is over counterclaim by P in action brought by D that there was no contract. R: No mutuality in K when obligation to sell, but not obligation to purchase, vice versa. If only one party is bound to do something, the promise is illusory.Miami Coca-Cola Bottling Co. v. Orange Crush Co.F: License agreement – manufacturer (D) gave licensee (P) perpetual license to manufacture drink, distribute and promotes it. D cancelled license. R: K not binding since can be terminated at will of one party. Licensee didn’t promise to do anything.Wood v. Lucy, Lady Duff-Gordon (NY 1917) - Judge CardozoF; Wood (P) receive exclusive right for one year, renewable on year-to-year basis if not terminated by 90 days’ notice, to endorse designs with Lucy’s (D) name and to market all her fashion designs for which she would receive one half of the profits derived. Lucy (D) broke the K by place endorsement on designs without Woods (P) knowledge.R: While an express promise may be lacking, the whole writing may be instinct with an obligation– an implied promise – imperfectly expressed so as to form a valid K. Wood had to give accounting to Lucy and pay half profits – this constituted promise to use reasonable efforts to bring profits and revenuesinto existence.UCC §2-306: Agreement for exclusive dealing in goods must meet test of fairness and good faith. Permits the seller to refuse to deliver unreasonable amounts demanded by a customer under a requirements K. Requirements Ks don’t require consideration nor lack mutuality of obligation.Requirements K: Buyer’s promise of exclusivity supplies consideration for Seller’s return promiseto supply Buyer.Output K:Tip (p157): Implied promise by party: A promise may be implied, making that party’s duty not illusory:
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The Legal Environment of Business: Text and Cases
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Chapter 13 / Exercise 1
The Legal Environment of Business: Text and Cases
Cross/Miller
Expert Verified
Exclusive distributorships: Buyer has exclusive rights to distribute (resell) Seller’s product, Buyer has an implied duty to use her reasonable effortsto sell the product. Implied duty will furnish consideration for Seller’s return duty to sell to Buyer.Requirements Ks:Similarly, in a requirements K, Buyer’s promise of exclusivity supplies consideration for Seller’s return promise to supply Buyer. Laclede Gas Co. v. Amoco Oil Co. (8th Cir. 1975)F:

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