Def of K
Legally enforceable agreement
Key components of possible agreement
- Offer; 2. Acceptance; 3. Possible termination of offer
Test re “has there been an offer”?
Whether reasonable offeree would believe that responding with consent creates K.
Under common law, R/E offer requires what terms?
- Price; 2. Description of R/E
Sale of goods under UCC requires description and price? Exception to rule?
Just description (e.g., my audi), not price. It can be an offer w/o price if parties so intend. Except when for “fair price,” which is too vague to be offer.
Trigger words for valid output/requirements contracts? Are they valid?
All, only, exclusively, solely. They are valid; not vague or ambiguous.
Under requirements K, buyer can increase requirements provided that
increase is not unreasonably disproportionate.
Is an ad or price quote an offer?
No.
When can an ad or price quote be a unilateral offer?
- If it’s in the nature of a reward, e.g., return of puppy.
- Ad that specifies who can accept: e.g., fist come, first served.
- When price quote sent in response to inquiry.
Four methods an offer can be terminated?
- Lapse of time (time stated or reasonable time)
- Death or incapacity of either party (except for irrevocable offers);
- Words or conduct of offeror revoke offer.
- Offerree rejects offer
Reqs for offeror to revoke offer?
Unambiguous statement or conduct of offeror THAT THE OFFEREE IS AWARE OF showing unwillingness or inability to K. E.g., if I offer car to A, then sell to B, A can still accept and have action against me.
Awareness by offeree of multiple outstanding offers to sell = revocation?
No. Offer stands absent unambiguous revocation. Multiple offers don’t revoke.
Four scenarios with irrevocable offers
- Option (paid consideration to keep open for certain window of time, after which revocABLE)
- UCC “Firm offer rule” good for THREE MONTHS if A. Merchant (broadly construed) B. offers to buy or sell GOODS C. with signed written promise to keep offer open.
- Reasonably foreseeable detrimental reliance by offeree (contractor relies on subcontractor to submit bid)
- Unilateral K where offerree has begun performance (not mere preparation, but performance – preparation can only trigger detrimental reliance)
Three methods of indirect rejection of offer by offeree
- counteroffer
- conditional acceptance
- additional terms (common law rejection only, not rejection under UCC Art 2)
Does counteroffer terminate offer? Diff b/t counteroffer and bargaining?
Yes, counteroffer terminated existing offer (except options) and creates new offer. Bargaining does not terminate offer (e.g., “will you sell it for 90% of asking price?” is bargaining).
Six trigger words of conditional acceptance?
“if,” “only if,” “provided,” “so long as,” “but,” or “on condition that.”
Does conditional offer terminate offer? Comm law? UCC?
Common law: rejects and becomes a counteroffer that can be accepted by conduct
UCC: conditional acceptance = rejects offer. Even if conduct “accepts,” condition is not part of K.
Additional terms added to K offer = rejection?
Additional terms = counteroffer rather than acceptance. This is “Mirror Image Rule” under common law.
After counteroffer by offeree, can initial offer later be accepted?
No b/c offer is dead. Only exception = option that’s still open.
Mirror image rule under common law is?
Under common law, a response to an offer that adds new terms is treated like a counteroffer rather than an acceptance.
Additional terms in signed K = rejection under UCC? NOT a “conditional acceptance” situation. Is additional term part of K?
It’s acceptance. Additional term part of K if both parties are merchats + not material term + not rejected by offeror. B/t non-merchants or if addition is material, then the new term isn’t part of K.
Which of these is necessary to form a contract? (A) A written or verbal agreement; or (B) Apparent mutual assent
Apparent mutual assent is necessary to form a contract. The parties must be in agreement to form the “same bargain at the same time.”
When a contract for the sale of goods is missing the price term, the price will be?.
reasonable price at time of delivery
A communication will not be considered to be definite and certain enough to be an offer if it is for the sale of goods and missing (A) quantity term, or (B) price term?
The quantity term is the only term that is absolutely required to make a communication an offer when the sale of goods is involved. Most other terms can be implied or supplied later in the contract.
