normally an ad Is not an offer, but here, deceptive advertising makes ad an offer to enter into a K Acedo: A party who is of normal intelligence and who voluntarily accepts to unambiguous terms cannot be relieved from K based on argument that she did not completely understand the K. OFFER AND ACCEPTANCE Seven elements of an offer (Daicoff) Offeror Offeree Subject matter Price Payment terms Time Words of promise [quantity (barbri)] UCC § 2-207 // Rest. 2d § 24 modified by Daicoff: An offer is a manifestation (expression) of willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude that bargain. Rest. §22 Mode of Assent: Offer and Acceptance (1) the manifestation of mutual assent to an exchange ordinarily takes the form of an offer or a proposal by one party followed by an acceptance by the other party or parties (2) a manifestation of mutual assent may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined. Rest § 50 Acceptance of Offer Defined; Acceptance by performance; Acceptance by promise (1) Acceptance of an offer is a manifestation of assent to the terms thereof made by the O’ee in a manner invited or req’d by the offer. (2) Acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which operates as a return promise. (3) Acceptance by a promise requires that the O’ee complete every act essential to the making of the promise. Rest. §24 Offer Defined An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.
Katherine Mohr Contracts Final Outline Page 3 of 9 Normile: 1) O’or controls time and mode of acceptance 2) O’ee creates binding K upon acceptance (“clamshell rule”) 3) Change in terms by O’ee KILLS original offer and creates a counter-offer 4) Offer is freely revocable at any time prior to acceptance 5) Termination of an offer effective when O’ee receives reliable notice, via O’or or a reliable 3rd party. Dickenson 6) “mirror-image” rule… K formed when acceptance matches offer (CL rule) 7) The legal effect of a purported acceptance of a revoked offer is a new offer OFFER Southworth: PRELIMINARY NEGOTIATIONS; did not meet all elements of an offer, but context taken into consideration by court, ruling in favor of P. Pepsico: Ads generally do not constitute an offer, unless limiting words are used (Lefkowitz, Carbolic Smoke Ball) offers made in jest are not valid ACCEPTANCE Panhandle: “grumbling acceptance” Additions made to an offer which are already included (or reasonably implied) in offer.
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