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Essentials of an offer definition
indication of willingness to enter into a contract
Essentials of an offer commnication
offeree must have knowledge of the offer and the offer must be made by the offeror to the offeror to the offeree
Essentials of an offer intent
determined by an objective standard of what a reasonable offeree would have believed
Essentials of an offer definiteness
offer's terms must be clear enough to provide a court with a basis for giving an appropriate remedy
Duration of offers lapse of time
offer remains open for the time period specified or, if no time is stated, for a reasonable period of time
Duration of offers revocation
generally, an offer may be terminated at any time before it is accepted, subject to the following exceptions
good faith is
defined as honesty in fact and observance of reasonable commercial standards
The ways in which an offer may be terminated, other than by acceptance, are through:
1. lapse of time
2. revocation
3. rejection
4. counteroffer
5. death or incompetency of the offeror or offeree
6. destruction of the subject matter to which the offer relates
7. subsequent illegality of the type of contract the offer proposes
A merchant is defined as
a person who
1. is a dealer in goods of a given kind
2. who by his occupation holds himself out as having knowledge or skill peculiar to the goods or practices involved
3. who employs an agent or broker whom he holds out as having such knowledge or skills
option contract is
a contract that binds offeror to keep an offer open for a specified time
a firm offer is
a merchant's irrevocable offer to sell or buy goods in a signed writing ensures that the offer will not be terminated for up to 3 months
a statutory irrevocability is
an offer made irrevocable by statute.
ex: bid made to state made irrevocable by statute
irrevocable offer of unilateral contract is
a unilateral offer ma not be revoked for a reasonable time after performance is begun
Promissory estoppel is
a noncontractual promise that binds the promisor because she should reasonably expect that the promise will induce the promisee to take action in reliance on it
rejection is
refusal to accept an offer terminates the power of acceptance
counter offer is
a counterproposal to an offer that generally terminates the original offer
death or incompetency
death or incompetence of either the offeror or offeree terminates the offer
destruction of subject matter
ex. offeror sells car to offeree, the car explodes the next day, offeree is unaware and accepts the offer, but the offer is terminated because the subject matter is destroyed
subsequent illegality
if performance of a valid contract is subsequently made illegal, the obligations of both parties under the contract are discharged
Communication of acceptance
1. general rule
2. stipulated provisions
3. authorized means
4. unauthorized means
5. acceptance following a prior rejection
6. defective acceptance
General rule is
the rule to all offers to enter into bilateral contracts. Because acceptance manifests the offeree's assent to the offer, the offeree must communicate this acceptance to the offeror
stipulated provisions is
if the offer specifically stipulates the mean of communication the offeree is to use, the acceptance must conform to that specification
authorized means are
the means the offeror expressly authorized in the offer. EX: a contract is formed at the time and place that offeree mails the letter
unauthorized means is
acceptance is effective when RECEIVED, provided that it is received within the time within the authorized means
acceptance following a prior rejection
An acceptance sent AFTER a prior rejection is NOT EFFECTIVE when sent by the offeree. Only effective when and if the offeror receives it before he receives the rejection. THE FIRST COMMUNICATION RECEIVED BY THE OFFEROR IS THE EFFECTIVE ONE
Deceptive acceptance
does not create a contract but serves as a new offer