Offer & Acceptance
Manifestation of willingness to enter a bargain that justifies the other party in believing acceptance will conclude the deal
What is an offer
This famous case held that giving up a legal right is valid consideration even if it benefits the promisee.
What is Hamer v. Sidway?
Under UCC §2-106, courts use this test to decide whether UCC or common law applies to mixed goods/services contracts.
What is the predominant purpose test?
This case held that if a writing appears complete on its face, outside evidence cannot supplement or contradict it.
Thompson v. Libby
This case found restitution available when life-saving services were provided without consent and the benefit would be unjust to retain without payment.
Credit Bureau v. Pelo
In this case, the court held that an ad to multiple people was merely a request for an offer, not an actual offer
What is Lonergan v. Scolnick?
This case held that going to the office to pick up pension checks was a mere condition of a gift, not bargained-for consideration.
Plowman v. Indian Refining
This UCC provision makes a merchant’s signed written promise to hold an offer open irrevocable for up to 3 months without consideration.
What is a Firm Offer (UCC 2-205)
This case allows any extrinsic evidence to determine meaning if the term is “reasonably susceptible” to that interpretation.
Taylor v. State Farm
Quasi-contract applies when no contract exists but this equitable doctrine prevents unjust benefit.
Unjust Enrichment
When an offeror sells the subject matter to someone else and the offeree learns of it, Restatement §43 calls this type of termination.
What is indirect revocation?
This case enforced a promise based on material benefit + subsequent promise.
Webb v. McGowin
Under UCC §2-207(1), a definite and seasonable expression of acceptance operates as acceptance even when it contains these.
What are additional or different terms?
This case allowed trade usage to inform meaning because the defendant had reason to know the industry norm and had followed it twice before.
Nankuli v. Shell
This case allowed unjust enrichment because the owner retained the benefit of stucco work despite disputed payments.
What is Commerce Partnership v. Equity Contracting?
This case held that an offeror may revoke a unilateral offer any time prior to full performance—even if the offeree is literally on the doorstep.
What is Petterson v. Pattberg?
This case held there was no option contract because the consideration for the option was never paid
Berryman v. Kmoch
This case applied the UCC because buyers took possession of a movable food trailer and operated the business, showing conduct sufficient to establish a contract.
What is Jannusch v. Naffziger?
A fully integrated written contract for the sale of machinery states: “Buyer accepts goods as-is. No warranties apply other than those expressly stated herein.”
Buyer seeks to introduce evidence that, during negotiations, Seller orally promised that the machine would “last at least five years.” Under modern Parol Evidence principles, this evidence is admissible only if Buyer shows the written term is this: open to more than one reasonable meaning.
What is “reasonably susceptible” to the proffered interpretation?
(Reflects the Taylor v. State Farm approach and modern interpretive rule.)
This case refused restitution because the father’s promise to pay for past nursing care lacked legal consideration and was based only on moral duty.
Mills v. Wyman
A seller emails detailed terms for the sale of equipment to a buyer, including price, quantity, and delivery, but ends the email with: “Let me know if you’re interested, and we can work out final details. This is not a formal offer yet.” The buyer immediately replies: “I accept!”
Under Restatement principles, no contract is formed because the seller’s message is classified as this.
What are preliminary negotiations under Restatement §26?
In this case, reliance such as giving up a lease and packing up a business created a triable issue for promissory estoppel.
Pops Cones
This UCC case found no contract because the parties never agreed on the essential term of quantity.
What is EC Styberg Corp. v. Eaton?
This case concerned whether “developed lot” meant a fully-developed parcel or merely sewer/water hookups; remanded to determine which party knew or had reason to know of the other’s meaning.
Joyner v. Adams
A contractor mistakenly repaves a driveway believing the homeowner had requested the work. The homeowner observes the work being done, realizes the contractor is mistaken, but says nothing and benefits from the newly paved driveway.
Under unjust enrichment doctrine, a court may require payment because the contractor conferred a benefit and the homeowner’s silent acquiescence makes retention of that benefit this.
What is unjust under the circumstances (unjust to retain the benefit without paying)?