offer
mutual assent
outward manifestation of intent to contract
when are parties bound to the terms of a contract
when they accept
firm offer
options contract
unilateral contract partially performed
offers not revokable
differing terms: common law
mirror image rule
holds an offer open but requires separated consideration and is limited to 3 months
option contract
unilateral contract
an offer which can only be accepted by performance
what are the ways to accept an offer
promise or performance
an offer is good for a reasonable amount of time
lapse of time
differing terms: UCC (no unless)
2-207(2)
holds a merchant offer open and requires a separate signature
firm offer
Solicitations as offers
must be specific enough to clearly reference a single thing to be considered an offer
mailbox rule
an offer is accepted when the acceptance is mailed.
if both an acceptance and rejection are mailed then the first one received is the one used.
inability of a person to enter a contract
incapacity
differing terms: UCC (unless)
2-207(3)
a promise to make a promise
preliminary negotiations
a written contract to follow
if actions clearly exhibit an intent o reduce the contract to writing then there is no verbal contract
Knowledge of an offer
the offeree must have knowledge of the offer to accept it
counteroffer
differing terms between merchants
differing terms added unless:
- they materially alter the contract
- they are rejected in a reasonable time
3 parts to a contract
offer, acceptance, and consideration
implied in fact contract
contracts in which assent is expressed through interpretation of surrounding circumstances
silence as acceptance
death of an offeror
death of an offer
material terms not present
indefiniteness
how a reasonable person would have understood the potential offeror's communication