Like offers, acceptance has a ___ standard
Objective
Acceptance by performance (unilateral contracts) require
that at least part of what the offeror requests be performed, and includes a acceptance as performance which operates ass a return promise
Acceptance by promise (bilateral contracts) requires that
requires that the offfereee complete EVERY act essential to the making of the promise
Define Goods
means all things whichare movable at the ime of identification to te contract of sale. Beard Implement Co is a sale of goods becsaasue combines are movable equipment
What are the 3 effects of the power of acceptance?
- Results in the mutual assent which is the last step in forming a contract
- Acceptance freezes the terms of the arrangement, negicaition is over
- Any proposed change would require new mutual assent
What are the 3 UCC rules which allow a judge to determine what a customary mode of acceptance is?
- Course of Performance – UCC 2-208 – How have the parites behaved under thi pecific contract? Is the mode of communicating acceptance reasonable under these circumstnaces?
- Course of Dealing – UCC 1-205 – How have these parties behaved within previus contaracts? Is that mode of communication reasonvle under the circumstnacess?
- Usage of Trade – UCC 1-205 – if neither of the above work, what is customary witin the genral trade/profession that this contract is in?
If no explicit mode of acceptance is stated in the offer, how should the promisee accept?
By whatever means is reasonable/customary
When an offeree fails to respond to an offer, silence can be taken to mean acceptance in the following 3 scenarios
- There an offeree takes the benefit of offered servies with reasonable opportunity to reject them, and reason to know they were offered with expectioan of compensation
- Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction AND the offeree in remaining silent intends to accept the offer
- Where becaasue of previus dealings or otherize, it is reaosnslve that the offeree should notify the offeror when they do not intend to accept
What is Dominion?
An offeree who does any act inconsistent with the offeror’s ownership of offered property is BOUND in accordance with the offered term unless they are manifestly unreasonable. But, if the act iss wrongful as against the offeror, it is an acceptance only if ratified by them
These 5 things will terminate acceptance
- Revocation
- Lapse of Time
- Rejection or Counteroffer
- Death or Incapacity
- Non-occurance of a condition
What are the 2 kinds of revocation?
- Direct Revocation – Offeror directly revikes the offer, which iss directly communicated to the Offeree
- Indirect Revocation – Offeree leanrs from a third party that the Offeror has done something insconsistent with the offer, and that the third party is a reliable source
What if the Offeror of a Unilateral Contract revokes the offer after the offeree hass begun partial performace?
- Traditioanal approach – the requested forfromance must be finished for the over to be irrevocable
- Modern Approach – Once the offeree begin the performace, the Offeror cannot revoke the offer until the Offeree hass had a reassoanble length of time to complete performace
What is an Option contract?
A type of irrevocable offer
What is an implied option contract?
`Part Perfromacne rule – implied option contract form the circumstances
What is an express option contract?
A promse to keep an offer open that is paied for
In either case, the Offer cannot be revoked: Implied, until reasonable opportunity expries,
According to the UCC, these 5 elements must be present for an option contract to exist
- And offer to buy or ell goods
- By a Merchant (person who deals in that type of goods)
- In singed writing (have a personal impression by the offeror within some tangible form sich as paper email and so on)
- Which gives assurences (ex. This offer will be open for the next week)
- It is irrevocable for the time peropd states, or a reasonable time, but no longer than 3 months
What iss the maximum length an option can be held open under the UCC?
3 months
In written contracts, if no stated window of time is given, an offer expires…
within a reasonable amount of time
In oral arrangements, an offer is presumed to lapse when…
the conversation ends
These are the 2 exceptions to the rule that rejections terminates an offer
- Excepction 1 – When the Offer is kept open by an option Contract (unless the Offeror relies upon the rejection)
- Excepction 2 – Unles Offeror hass manifested a contrary intenion (Offeror ssays “My offer remains open dispite your rejection”, or, unless Offeree has manifested an intention to take it under advisement (Offeree says “I’ll consider your offer”)
Death has these effects upon offers, contracts, and option contracts respectivly
- Death DOES terminate an offer
- Death DOES NOT terminate a contract
- Death DOES NOT terminate an option contract
Does the UCC follow the common law mirror image rule?
No. Acceptane does not need to look exactly like the offer in its terms and conditions under the UCC
Under the UCC, acceptance that is different in terms from the offer will be binding unless
unless acceptance is made condition on assent to the additional or different terms
- 2. The Additional terms are to be considered as proposals for the addition to the contract. BETWEEN MERCHANTS these modified terms become part of the contract unless:
o The offer expressly limits acceptance of the terms to the original offer
o The modifications MATERIALLY ALTER the offer
o Notification of objection to them hass ALREADY BEEN GIVEN or it is given WITIN A REASONABLE TIME after notice of the modifications has been recived
If everyday Joe accepts an offer from Apple in a way that does not mirror the offer, is it valid?
No. The UCC rules do not apply unless both parties are merchants
