TRIPART TEST OF INTENT: Interpretation of expression – understood from the perspective of the reasonable offeree IF: 1. Language of commitment 2. Class of offeree 3. Definiteness of proposal Anaphora – anaphoric designator : any linguistic unit whose meaning depends upon a previous utterance Contra proferentem Severance: excision of extraneous subject matter while leaving the contract intact
Ex nugis seria; serio ludere Restatement 2 nd s.28 UCC 2:328 ACCEPTANCE LA SALLE NATIONAL BANK V VEGA (1989) ACCEPTANCE: Not an acceptance but it is an offer than can be accepted by the terms. The terms state that “upon the trusts execution, this contract will then be in full force and a copy of a fully executed contract along with evidence of the earnest money deposit will be delivered back to Seller” FACTS: D is selling to P - bank who is representing purchaser; rider created between P and D; D gets a better offer from Borge HOLDING: The trusts have not executed the documents so Mel’s offer could not be accepted, there was no acceptance of the offer, thus there was no contract. AGENT PRINCIPLE: If the principle knows (agent) it is considered communication and it is considered known even if the seller or person they are representing does not know. Also no effect of putting a real estate offer into the mail box until it is communicated with the other party through agents to their party. The agents must know the principles of the offer for it to be an offer. ORFFER AND WITHDRAWL: 1. If offeror withdraws their offer prior to receiving communication of the acceptance of the offer from the offeree or the agent no contract 2. If offeror withdraws their offer after to receiving communication of the acceptance of the offer from the offeree or the agent contract HENDRICKS V BEHEE (1990) CONTRACTS: March 2 – D made written offer of $42,500 real estate and $250 for dinner bell/pots March 3 – Offer was mailed to Smiths by their agent March 4 – Smiths signed proposed agreement March 5/6/7Before Dwas notified of acceptance – withdrew the offer notifying Smiths agent FACTS: D offered to purchase real estate from Smiths – submitted offer to Smiths agent; agent (P) mailed written offer to Smiths, accepted and signed the offer, not communicated to D. D contacted Smiths real estate agent and withdrew offer before knowing of acceptance. P was $5k escrow paid by D – P filed interpleader action against D and Smiths in state court. D filed cross claim against S. S appealed. HOLDING: No binding contract exists because D revoked his offer before the Smiths communicated their acceptance. D’s offer was not supported by consideration and D was notified the Smiths’ agent that he was withdrawing his offer before D received communication of the acceptance.
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