Offer

Question 1

OFFER

Answer 1

An offer is a manifestation of an offeror’s willingness to enter into a legally binding agreement with the offeree. The offer manifests the offeror’s present contractual intent, creating a power of acceptance in the offeree.

Question 2

By what standard are do courts measure an offeror’s present contractual intent?

Answer 2

Courts use an objective standard to determine whether an offeror intended a communication to be an offer. The offeror’s secret intentions are not relevant.

• No Intent
  
  • Anger, Humor, Opinion, Speculation
• Intent
  
  • Goof faith offer, bad faith offer, fingers crossed

Question 3

Vague Offer

Answer 3

In order to be valid, an offer must

1. be directed at a specific offeree or class of offeree’s and
2. state definite and certain terms for the proposed agreement.

Question 4

Offer Terms: CL

Answer 4

At common law, an offer must definitely and certainly identify the:

1. parties involved,
2. subject matter,
3. quantity, and
4. price.

If all these terms are not sufficiently definite and certain, there is no contract.

Question 5

Offer Terms: UCC

Answer 5

Under the UCC, a valid offer must definitely and certainly identify the:

• parties involved
• subject matter, and
• quantity.

If it appears that parties intended to create a contract, but terms other than these are missing, courts may supply “gap-filler” terms described by the UCC.

• Price: reasonable
• Time of Performance: reasonable
• Time of payment: on delivery
• Place of performance: Seller’s place of business
• Shipping method: common carrier

However, where terms are vague but not missing, the courts may not use UCC gap-fillers. Instead, the court must attempt to determine what the parties intended the terms to be; generally through considering parole evidence.

Question 6

Are requirement and output contracts invalid for vagueness with regard to quantity?

Answer 6

No, requirement and output contracts qualify as sufficiently definite and certain with regard to quantity.

Question 7

Do advertisements and bid-requests count as offers?

Answer 7

No, generally.

In general, advertisements and bid requests are considered invitations to deal which constitute preliminary negotiations and do not generally represent an offeror’s present contractual intent.

However, an advertisement can operate as a valid offer in the case of reward advertisements and very specific andvertisements that definitely and certainly state the required essential elements of a contract.