1. Offer

Question 1

What are the key elements of an offer?

Answer 1

1) Promise/Commitment/Undertaking to enter contract (Intent)
2) Terms (Definite/Certain)
3) Communication to Offeree

Question 2

What factors determine intent to enter contract?

Answer 2

Language

• Technical (‘I wish’, ‘I promise to’)
• NOT mere invitation (‘I am asking for’, ‘I would consider’)

Surrounding circumstances

Parties’ previous relationship/practice

Methods of communication

• NOT publication (too broad)
• NOT advert (mere invitation)

Signed offer
- NOT offer requiring BOTH parties’ signatures

Question 3

What is required for definite/certain terms?

Answer 3

Services

1) Parties
2) Subject matter
3) Price
4) Quantity

Real estate

1) Land description
2) Price

Sale of goods

• Quantity
• Other terms (UCC may add gap-filler terms)

Sale of goods (output/requirement contracts)

1) Wording (all/exclusively/only)
2) Good faith
3) Quantity not unreasonably disproportionate to prior contract/statute reqs/anticipated amounts

Employment

• Nature of work
• Duration

Question 4

How can missing terms in sale of goods contracts be ascertained?

Answer 4

UCC gap-filler terms

Court can produce reasonable terms

1) Intent to make contract
2) Reasonably certain basis for remedy

Price

• Sale of goods (reasonable price at time of delay)
• Services (intent to create contract w/o price settlement) (NOT real estate)

Time

• Express/Implied (by law)
• Continuing contracts

Question 5

How can vague terms be ascertained?

Answer 5

E.g. ‘Fair’, ‘Appropriate’, ‘Reasonable’

Curable methods available

• Acceptance of full performance
• Part performance

Presumed intent to include reasonable term

Question 6

How can later terms be ascertained?

Answer 6

Not too material

Question 7

What is required for valid communication of offer to Offeree?

Answer 7

Offeree has knowledge of offer