Study Contracts - Offer and Acceptance Flash Cards

 
Pile Management Card
Contracts - Offer and Acceptance

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When the offeror makes a unilateral contract an options contract is formed when offeree begins the invited performance
Ragosta - fork shop guy said "show up at this bank at this time" a.k.a a unilateral K
To determine which meaning is more reasonable consult dictionary, incorporated documents, realities of the market, and trade usage (DIRT)
Chicken Case
Preparing to perform doesn’t create an options K only beginning to perform
Ragosta - fork shop guy said "show up at this bank with money and the shop is yours" this was an unilateral K
Beginning to perform makes the offer irrevocable
Ragosta - Fork shop guy writes "show up at this bank with the money and the shop is yours" Ragosta applied for loan before the other guy revoked no options K b/c only prepared to perform
Counteroffer terminates POA
Ardente - specific performance on real estate deal. Lawyer made counteroffer asking for furniture on behalf of buyers and then seller decided not to sell
Offer must be clear, definite, and explicit
Lefkowtiz
A unilateral K becomes binding if the desired act is performed with knowledge of the offer
Simmons – man went fishing and caught the contest fish worth $ tried to claim he didn’t go fishing to try to catch the fish but he knew of the contest when he went
Performance of a unilateral K need not be done solely with the intent of accepting the offer (must be one of the motives though)
Klockner
Exception to no notification– If the act is an act that the offeror will not discover or will not discover in a reasonable time then notification is necessary
RSC §54(2)
Notification of acceptance is not necessary in a unilateral K (unless offeror requests it)
RSC §54(1)
Detrimental reliance creates an options K
RSC §87(2)
Unilateral K cannot be accepted by a promise
Harris
Unilateral K is a promise for an act
Harris
Exercising dominion over thing is a manifestation of assent
Louisville Tin
In general offeree does not have a duty to speak
Voit
Exception 3 – Where because of previous dealings or otherwise (catch-all), it is reasonable to interpret silence as acceptance and the offeree should notify the offeror if he doesn’t accept
RSC §69(1)(c)
Exception 2 – when the offeror
Stated or gave offeree reason to understand that assent could be manifest by silence or inaction
The offeree in remaining silent and inactive intends to accept the offer
RSC §69(1)(b)
Exception 1 (silence not acceptance) – when the offeree:
Takes the benefit of the services
With reasonable opportunity to reject and
Has reason to know that the services are being provided with reasonable expectation of compensation
RSC §69(1)(a)
Silence is not acceptance
Voit
If the offer is ambiguous then the beginning of performance is acceptance and the offeree is bound to complete
RSC §62(2)
If manner of acceptance is ambiguous offeree chooses the manner of assent
RSC §32
Assent for a bilateral K can be manifest by words or actions
Bishop
Courts will look to industry standard to determine if conduct can be deemed as assent
Separate K’s can be formed to work around industry custom
ECM
conduct deemed as assent but the party does not in fact assent may make the K voidable because of duress, fraud, mistake, or other invalidating cause
RSC §19(3)
conduct generally not manifestation of assent unless party intends to engage in the conduct and knows or should have reason to know that the other party may infer from his conduct his assent
RSC §19(2)
Manifestation of assent may be made by written or spoken words, acts, or failure to act
RSC §19(1)
Unless indicated by language or circumstances an offeror invites acceptance by any reasonable manner
RSC §30(2)
A written revocation, rejection, or acceptance is received when it comes into the possession of the person addressed or an authorized agent or when it is deposited in an authorized place
RSC §68
If a place, time, or manner of acceptance is merely suggested then other means of acceptance are not precluded
RSC §60
If a place, time, or manner of acceptance is specified then acceptance must comply to form a K
RSC §60
An acceptance under protest is still an acceptance
Price
When the offeree accepts an offer an relieves the offeror of a material obligation it does not invalidate the offer. It is acceptance
RI dep’t of transportation
An acceptance cannot change the material terms of the offer, otherwise it is a counteroffer
RI dep’t of transportation
The mere addition of a collateral or immaterial [matter] will not prevent the formation of a K
RI dep’t of transportation
Acceptance is not equivocation if the offeree merely puts into words that which was already reasonably implied in the terms of the offer
RI dep’t of transportation
Parties attach subjective meaning. A knows both meanings. B only knows one. B’s meaning applies, even if A’s was more reasonable
Principle IV
Parties agree on subjective meaning. That meaning applies even if it is unreasonable
Principle III
both parties attach subjective meaning. Neither is more reasonable. Neither apply
Principle II
parties attach subjective meanings. The most reasonable meaning applies
Principle I
Unless O or surrounding circumstances indicate that the O is intended to continue beyond the immediate conversation, POA lapses at end of conversation
Akers(RSC §40)
Acceptance can be made in any reasonable manner
RSC §30
Mental assent not necessary for K formation
Lucy
Acceptance must be definite and unequivocal
Ardente
Subcontractor is bound by his bid b/c the general detrimentally relies on it
Loranger
Every K is to interpreted by what the parties intended to do when they formed the K
Spaulding
the court can supply missing terms
RSC 204
There is a rebuttable presumption that ads are not offers
Rebut by showing there is no risk of over acceptance
Lefkowitz
Lapse terminates POA
RSC 41
Signed offer by merchant that offer will remain open
UCC 2-205
Limitations on revocation
Pay for options K
Begin performance
Detrimental reliance
RSC 87(2)
If the offeree hears reliable information that the offeror is taking steps that show intent not to enter K with offeree it constitutes revocation
RSC 43
Revocation terminates POA
Dickinson
Rejection terminates POA
Akers
Death terminates POA
RSC 48
Offer must be final and show commitment
Lefkowtiz
Offer must not reserve decision making for later
Lefkowtiz
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