Contracts - Offers

What three elements are generally required to form a contract?

Offer, acceptance, and consideration.

What is mutual assent?

The parties’ agreement to the same deal, established through offer and acceptance.

What is an offer?

A communication of willingness to enter into a contract with an identified offeree or limited class of offerees, on sufficiently definite terms.

Who is the offeree?

The person or limited class of people to whom an offer is directed and who can accept it.

Can an offer be directed to a class of people?

Yes, if the class is limited, such as the first 10 people to register.

Why must an offer have sufficiently definite terms?

So a court can determine the parties’ obligations and provide a remedy if the contract is breached.

Must every term in an offer be perfectly precise?

No. A court may supply a reasonable term if the essential terms are sufficiently definite.

Is “the first 10 people to register will receive free stuff” likely an offer?

No. “Stuff” is too vague to determine what was promised.

Is “the first 10 people to register will receive a free set of paint brushes” likely an offer?

Yes. The eligible group and the promised item are sufficiently clear.

What must an offer to sell land identify?

The land being sold; a street address may be sufficient.

What terms must an offer to sell goods generally specify?

The type of goods and the quantity.

What can UCC Article 2 do when other terms in a sale-of-goods offer are missing?

It can supply gap fillers for those terms.

Can quantity be stated as all of the seller’s output or all of the buyer’s requirements?

Yes, subject to good faith.

What limits the quantity ordered under a requirements contract?

The buyer’s actual requirements in good faith.

May a buyer drastically increase orders under a requirements contract solely to resell the excess for profit?

Generally no. That increase may fall outside the buyer’s good-faith requirements.

What must an employment offer specify?

The nature of the work to be performed.

Must an employment offer specify compensation to be sufficiently definite?

Not necessarily. A court may determine reasonable compensation.

How does a lack of specificity affect whether a communication is an offer?

The less specific it is, the less likely a court is to find intent to make an offer.

Are advertisements generally offers?

No. They are generally invitations for others to make offers.

Why are advertisements generally not offers?

They usually do not limit who may accept, and treating them as offers could bind the advertiser to too many people.

If someone responds to a typical car advertisement by offering the listed price, which communication is usually the offer?

The buyer’s response.

When can an advertisement constitute an offer?

When it limits who can accept and states sufficiently definite terms.

What is an example of an advertisement that may be an offer?

“The first 10 people to register for the workshop will receive a free set of paint brushes.”