blaw chap 10

offer

proposal made by one party to another with intent to form a contract

contractual intent(element of offer)

The offer must show a clear intention to be bound by the terms.

definite terms(element of offer)

The terms of the offer must be clear and specific.

communication(element of offer)

The offer must be communicated to the offeree.

objective intent

The law focuses on what a reasonable person would understand from the offer, not the subjective thoughts of the parties.

subjective intent

What the parties actually thought or intended.

advertising

advertising is not an offer but an invitation to negotiate.

incorporation by reference(exception for definiteness)

document (the primary document) includes a secondary document by stating that the secondary document's terms are treated as if they were part of the primary document, without needing to repeat the secondary document's content. 

best efforts clause(exception for definiteness)

A promise to make a reasonable effort to fulfill a contractual obligation, even if the outcome is uncertain.

output contract(exception for definteness)

A buyer agrees to purchase all the goods a seller produces.

requirement contract(exception for definiteness)

A seller agrees to supply all the goods a buyer needs.

good faith and fair dealing

A legal principle requiring parties to act honestly and fairly in fulfilling their contractual obligations.

option contract

A contract where one party pays consideration to keep an offer open for a specific period of time.

Consideration

Something of value (e.g., money) exchanged to make a contract legally binding

firm offer

A special type of offer under the Uniform Commercial Code (UCC) that does not require consideration to be held open.

revocation(termination of offer)

An offeror takes back an offer before it's accepted, unless there’s a paid option or firm offer in place.

counteroffer(termination of offer)

A new offer that destroys the original offer.

rejection(termination of offer)

The offeree denies the offer, which also terminates it.

lapse of time(termination of offer)

The offer expires after a reasonable time or as specified in the offer.

death of party(termination of offer)

The offer is terminated if the offeror or offeree dies.

disability(termination of offer)

If the offeror or offeree becomes legally unable to contract, the offer is terminated.

subsequent illegality(termination of offer)

If the subject of the offer becomes illegal after the offer is made, it is terminated.

mailbox rule

Acceptance of an offer is effective when sent (posted) in the mail, but revocation is only effective when received by the offeree.

silence as acceptance

Silence generally does not count as acceptance, but in certain circumstances (like ongoing contracts), it may be implied.