Contract Midterm Sep 4

what happens in a situation When both sides attach different meanings and neither party knows or has reason to know the other's meaning, or when both know the other have different attached meanings

there is no mutual assent therefore no valid contract since they never truly agreed

Assent

Agree or give approval.

An advance in a contract

An early payment made by one party before any goods, services, or work are fully delivered.

Do both parties have to actually agree in their minds?

No. Assent is judged objectively. What counts is their words and conduct and how a reasonable person would understand them, not their secret intent.

Cheever, on what makes a contract enforceable

If you don't know what it would take to breach an agreement, you haven't made an enforceable contract.

The two intoxication defenses (Restatement (Second) sec. 16)

Severe impairment, meaning the person is too impaired to understand the transaction or act reasonably. Counterparty knowledge, meaning the other party has reason to know about the severe impairment.

Is an advertisement an offer

Generally it is unreasonable to treat an ad as an offer binding the advertiser. 1 Corbin on Contracts secs. 25, 28. See Mesaros.

Elements of an offer

The manifestation of willingness to enter into a bargain, in a way that justifies another person in understanding that their assent to that bargain is invited and will conclude it.

Specific performance

A court order requiring a party to fulfill their exact duties under a contract instead of just paying money for breaking it.

Effect of a counteroffer on the original offer

The original offer disappears.

Definiteness of the offer

A valid contract requires an offer so definite that the promises and performances to be rendered by each party are reasonably certain. 1 Williston on Contracts secs. 38 to 48; 1 Corbin on Contracts secs. 95 to 100.

What is a bargain

An agreement to exchange promises, or to exchange a promise for a performance, or to exchange performances.

Do you need a clear offer and acceptance

usually yes but it may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined.

Expectation damages

Money paid to put them in the financial position they expected to be in if the contract had been fully completed.

can you just deliver a car in five years after payment

no Look at what probably was meant by the contract. Even though it isn't explicitly said, it is reasonable to see this isn't good.

Unilateral contract

A one sided legal agreement where only one party makes a promise, and that promise only becomes binding if another party completes a specific action.

May an offer for a unilateral contract be revoked if the offeror knows of the offeree's imminent intention to accept (Petterson)

Yes. Assuming there is no partial performance, a unilateral contract can be revoked. Any offer to enter into a unilateral contract may be withdrawn before the act requested has been performed. Williston on Contracts sec. 60.

Partial performance

Is the completion of some, but not all, of the obligations required by a contract, it is often determined by the court.

what happens with adding a counter or contingency (Ardente)

Bullock v. Harwick. The acceptance may not impose additional conditions or add limitations, which makes it a counteroffer.

When an offer inviting acceptance by performance becomes an option contract

An option contract is created when the offeree begins the invited performance, meaning partial performance.

What happens if neither side reasonably intended to be bound. such as talking out a number hey does 50k work for the car, ya i think thats good

Not a contract. If neither side intended to be bound and each knew the other didn't intend to be bound at that point, there is no contract.

Is the offeror entitled to know in clear terms whether the offeree accepts?

Yes. Acceptance must be definite and unequivocal. A conditional or qualified acceptance is a counteroffer, not an acceptance.

Elements of mutual assent

An offer, an acceptance, and agreement on the same bargain.

the formation of a contract requires what 3 elements

a bargain with manifestation of mutual assent to the exchange and a consideration