Business Law Chapter 10

What are the two basic questions a court seeks to answer when there is a dispute between two parties?

Did the parties have a contract? If they did, what were the terms?

basic formula for a contract?

offer + acceptance = agreement

what is an offer?

the manifestation of the willingness to enter into a contract if the other person agrees to the proposed terms

do courts look at intents objectively or subjectively?

objectively

which party is to whom the offer is made?

offeree

which part is the recipient of the offer?

offeror

which three legal requirements must an offer satisfy?

present intent to contract, sufficiently definite terms, communicated to offeree

what are the four reasons sufficiently definite terms are necessary?

provide clarity about each party’s obligations, demonstrate “meeting of minds”, make it possible to determine if a party has fulfilled/breached its contract, allow courts to fashion appropriate remedies

What two ways does the UCC make it easier to make offers?

does not require an offer to contain all essential terms, adopted a set of default rules to provide a basis of enforcing contracts

if a term was left out bc parties were unable to agree is there an intent to contract?

No

If basic terms such as identity and quantity of goods being sold are left out, can there still be an intent to contract?

No

Does common law or UCC require contracts to contain more detailed terms when making offers?

common law

What three ways is CISG similar to UCC?

requires an offer be directed to a specific person, be stated with sufficient definiteness, indicate person making the offer intends to be bound by agreement

What two ways does the CISG differ from UCC?

does not consider an offer sufficiently definite if it lacks price terms, must indicate the goods and provide means to determine the quantity and price of goods

what is the third and final requirement for an offer?

it must be communicated to someone

In what three cases may a court consider terms in contracts unconsciousable?

offeree did not reasonably know of their existence, place unfair burdens on the offeree, worded in a way that offeree could not be expected to understand

What is it considered when an offeree who attempts to accept an offer that is terminated?

Offeree is making their own offer by indicating a present intent to contract on original terms

Does a reasonable time for an offer acceptance vary?

Yes based on the nature of things being sold

What 2 other two things are relevant when measuring a reasonable amount of time for offer acceptance?

timing of prior dealings, mode of communication

what 4 things limit an offeror’s ability to revoke an offer?

firm offers, option contracts, promissory estoppel, offers for unilateral contracts where a person has already begun performing

what three requirements must an offer to sell goods meet to be considered firm?

in writing, made by merchant, contain assurances that it will be held open

what happens if one of the three requirements for a firm offer is missing?

common law applies

what is the time limit period for irrevocability for firm offers?

three months

option contract

created when the offeree gives the offeror something in value in exchange for a promise to not revoke an offer for a period of time

option

separate contract for the purpose of holding an offer open

how do courts use quasi-contract theory?

by allowing offeror to revoke but requiring them to pay offeree reasonable cost for performance done

what happens when offeror did not benefit from offeree’s attempted performance?

courts hold that offeree has a reasonable time to complete performance, and offeror can not revoke during that time

What happens if an offeree accepts an offer before receiving a revocation?

a contract results

expressly reject

stating they will not accept it/give indication that they do not intend to accept the offer

impliedly reject

making a counter offer/changing material

in what 3 ways may an offer be terminated by operation of law?

death/insanity, destruction of subject matter, illegality

when are ads likely to be considered as offers?

when they contain words of limitation

What kind of offer is ads for rewards for something lost/criminal considered?

unilateral

At auctions, bidders are considered what party and sellers are considered what party?

bidders are offerors, sellers are offerees

what stops a subcontractors bid from being able to be withdrawn?

if the general contractor has relied on it

in an online sell, the computer user is which party and the online seller is which?

computer user is offeror, online seller is offeree

click-on agreements?

users indicate acceptance by clicking a button that reads “yes” or “I agree”

browse-wrap agreements

users are alleged to have accepted terms of an agreement by taking a specific action