Law & Assent
This standard determines whether a contract combining both goods and services is governed by UCC Article 2 or Common Law based on its primary factor.
What is the Predominant Purpose Test?
Under Restatement (Second) § 24, an offer is a manifestation of willingness to enter into a bargain that bestows this specific power upon the offeree
What is the Power of Acceptance?
Under Restatement (Second) § 63(a) (Mailbox Rule), a properly addressed acceptance sent by an authorized medium is legally effective at this exact moment..
What is upon proper dispatch?
Under Restatement § 45, starting the invited performance of a unilateral contract protects the offeree by creating this....
What is an Option Contract?
UCC § 2-207 was specifically enacted by drafters to abolish these two harsh common law rules...
What are the Mirror Image Rule and the Last Shot Rule?
In this famous 1954 Virginia Supreme Court case, a contract drafted on a restaurant check for the sale of the Ferguson Farm for $50,000 was held enforceable despite claims that it was written in jest after drinking
What is Lucy V. Zehmer?
Advertisements, price tags, and social media posts are presumptively categorized as these rather than binding offers
What are Invitations to Negotiate?
Class 6's memory mnemonic "AARRO" stands for Acceptance = Dispatch, Acceptance under Option = Receipt, Revocation = Receipt, Rejection = Receipt, and this "O....."
What is "Offer controls"?
A bare oral promise to keep an offer open for 10 days without independent consideration is known by this Latin term and remains freely revocable....
What is a nudum pactum ?
Under UCC § 2-207(1), an acceptance containing additional terms prevents contract formation on the writings ONLY if it contains this specific type of proviso (language)...
What is an "expressly conditional" proviso (language)?
Assent is evaluated under this two-prong framework: (1) whether a reasonable person in the promisee's shoes would believe an offer was made, and (2) whether the promisee actually believed the promisor
What is the Objective Theory of Assent?
In Lonergan v. Scolnick, a land seller's letter stating "if you are interested, let me know soon" was held to be a preliminary negotiation because the seller retained this right..
What is the reservation of ultimate assent (or right to sell to others)?
Under Restatement (Second) § 40, if an offeree posts a rejection first and an acceptance second, the Mailbox Rule is suspended and this communication controls....
What is whichever communication reaches the offeror first?
Under UCC § 2-205, a firm offer in a signed writing by a merchant is irrevocable without consideration for the stated time, but in no event exceeding this statutory cap.
What is 3 months?
Between merchants under UCC § 2-207(2), additional terms automatically become part of the contract UNLESS the offer limits acceptance, the offeror objects, or the term does this...
What is "materially alters" the contract?
In Kolodziej v. Mason, a criminal defense attorney's televised million-dollar challenge was held non-enforceable because it constituted this type of statement rather than an offer.
What is a hyperbole? (will accept similar answers)
In Dickinson v. Dodds, Dickinson’s power of acceptance was legally terminated before he could deliver his acceptance because he learned from a reliable third party that Dodds had already taken this inconsistent action... which constitutes as....
What is selling the property to someone else? What is Indirect Revocation?
Under Hendricks v. Behee, signing an acceptance form in private and placing it in a locked desk drawer fails to form a contract because of this requirement..
What is the requirement that acceptance be communicated to the offeror?
Under Restatement § 69(1)(a) (Day v. Caton), silence operates as acceptance when an offeree takes offered services with a reasonable opportunity to reject them and reason to know that this was expected...
What is that compensation was expected?
Under the majority rule for conflicting/different terms under § 2-207(2), the conflicting provisions cancel each other out under this ..... rule and are replaced by .....
What is the Knockout Rule? What is UCC Gap Fillers?
In the university COVID tuition refund cases (Shaffer v. GWU), the court held that while university handbooks lacked express promises, a jury could find this type of contract for in-person classes based on campus marketing and historical practices...
What is an Implied-in-Fact Contract?
Under Restatement § 48, an unaccepted offer automatically terminates by operation of law upon this type of occurrence, even if the offeree has no actual notice
What is the death or legal incapacity of the offeror or offeree?
Under Carlill v. Carbolic Smoke Ball Co., a unilateral offer bargaining for a "deed, not words" requires this to complete acceptance without advance notice.....
What is full performance of the requested act?
In Laredo National Bank v. Gordon, a bank's silence in response to an attorney's fee wire operated as acceptance because silence misled the attorney into taking this detrimental action....
What is dismissing the lawsuit and forfeiting his 25% contingency fee?
When an expressly conditional form blocks formation under § 2-207(1) but parties ship and accept goods anyway, a contract is formed under this provision....
What is Contract formed by Conduct? (UCC § 2-207(3))