Argeement
Intent to Contract, Offer, Acceptance, Consideration
a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that her assent is invited and will conclude it.
Offer (RS 24)
Offeror is the ___ of the offer. What does this mean
master / they dictate the specific means of acceptance
Promise for a promise
Promise exchanged for an act or forbearance of an act. Bonus if you describe how to accept
Unilateral K type. Accepted ONLY by performance
What is mutual assent and why is it a good standard? Is it objective or subjective?
Objective is the majority by far. Outward manifestations that portray an intent to contract, they outweigh inner intent. Makes Ks dependable. (Lucy v Zehmer)
True or False, only 1 merchant is required in a BOF issue for merchant K to be met
False, both or none
Acceptance becomes enforceable when it is out of the hands of the offeree
Mailbox Rule (RS 63)
a performance or return promise must be bargained for, something of legal value received by the promisor from the promisee
consideration (Rest. Section 71)
a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer
Acceptance (UCC 2-206 / RS 50)
What are the two fundamental goals of contract law
Relief of promises to redress breach AND reflect expectation of injured party (put P in position they would've been in)
3 examples of things that are NOT consideration?
Past Performance, Illusory Promise, and Gratuitous Promise
when the power of acceptance ends
Lapse (RS 41)
Rejection or Counter Offer
Revocation by Offeror (RS 42 and 43)
Death of Offeror (RS 48)
What is a Material Term and what is a Material Altercation?
Term: a significant element of the exchange bargained for by a party
Altercation: material if it would result in "surprise and hardship" to other party (2-207 Comment 4)
Is an ad an offer? When does it become one?
No, they're invitations to enter into a bargain. They become offers if clear and definite, when "i accept" closes deal. (Lefkowitz v Great Minneapolis Surplus Store)
Differences between Cognitive and Volitional tests
Cognitive (Section 15(1)(a)) - people w mental disabilities are unable to understand the nature and consequences of transaction. You have to prove person was completely insane.
Volitional (15(1)(b)) - they are unable to act in a reasonable manner in relation to the transaction AND the other party has to know of this condition. Person may understand, but he is unable to act reasonably
additional terms are actually different terms due to a legislative mistake. not technically the law
Comment 3
"This Contract constitutes the parties' entire agreement on this matter, superseding all previous negotiations or agreements"
Merger Clause
Different terms essentially neutralize each other and are replaced with gap fillers. Technically the actual law
JKO Doctrine.
Capacity for minors. Bonus for exception
Exception: a minor IS liable for the reasonable value of necessaries provided to the minor (food, clothing, shelter, etc)
arguments for Common Law and arguments for RS in mental infirmity
Common Law (cognitive only) - makes K more certain bc it's harder to get out of them, historically applied, reflects traditional understanding of behavior
RS (cognitive and volitional) - fair, people who can't control themselves shouldn't be bound, reflects modern understanding of behavior
Express Conditions v Constructive Conditions
Express - must be met or K fails, look at language
Constructive - met by substantial performance, not always expressly written in K. If no substantial performance, aggrieved party does not have to perform at all
What 2 cases demonstrate the limits of illusory promises?
Kirksey v Kirksey - promise is illusory if performance by either party is ENTIRELY optional
Lady Duff Gordon - limitations on conduct are NOT illusory promises
How do you avoid the pre-existing duty rule?
Modification (Rest 89) - modify the duties on both sides of K due to unexpected/unanticipated circumstance
Change the Bargain Up
NY v Cali rule
NY - 4 corners rule, if K is plain on its face, no extrinsic evidence
Cali - extrinsic evidence is always allowed in