Governing Law & Formation
Applicable legal framework for contracts involving the sale of movable, tangible objects.
What is UCC Article 2?
What are invitations to deal / solicitations for offers?
General legal characterization of advertisements, circulars, and catalogs.
What is a reasonable time under the circumstances?
Default timing rule under Common Law when an offer specifies no expiration date.
What is the Mailbox Rule?
Common Law rule stating acceptance is effective immediately when posted or dispatched.
Core requirement for valid consideration under Restatement § 71.
What is a bargained-for exchange?
Under Common Law, missing essential terms like price, quantity, or subject matter violates this requirement.
What is the Definiteness Requirement?
What is lack of intent to be bound immediately upon recipient's assent (or missing explicit agreement to sell to that specific party)?
Main reason price quotations are generally treated as invitations to submit an offer rather than binding offers.
What is upon receipt?
Time when direct revocations and rejections become legally effective upon the recipient.
Type of online agreement mechanism held unenforceable in Nguyen v. Barnes & Noble due to lack of affirmative user action.
What is Browsewrap?
Rule from Hamer v. Sidway establishing that giving up a legal right forms valid consideration.
What is legal detriment?
What is the Mirror Image Rule?
Rule requiring an acceptance to match the exact terms of an offer under Common Law.
Exception under Lefkowitz where an advertisement becomes a binding unilateral offer.
What is when the ad contains clear, definite, explicit terms promising specific performance for specific conduct (e.g., "first come, first served")?
Maximum duration an offer can remain open as a UCC § 2-205 Firm Offer without additional consideration.
What is three months?
General rule regarding whether silence or inaction constitutes valid acceptance.
What is silence or inaction does NOT equal acceptance?
Provision under UCC § 2-207(1) that allows a expression of acceptance to form a contract even if it states additional terms.
What is an acceptance that is NOT expressly conditional on assent to the new/different terms?
What are Statutory Gap-Fillers?
Mechanism UCC § 2-204(3) uses when parties intend to contract but leave open terms like price or delivery.
What is an immediate rejection that terminates/destroys the power of acceptance?
Legal effect of a counteroffer on the original offer under Common Law.
Rule from Dickinson v. Dodds governing indirect revocation.
What is when the offeree receives reliable information from a third party that the offeror took action inconsistent with keeping the offer open?
Standard required under Feldman v. Google for a Clickwrap agreement to be held enforceable.
What is requiring an affirmative click (e.g., checking a box or clicking "I Agree") with visible terms?
Legal outcome under Kirksey v. Kirksey when an individual incurs inconvenience solely to receive a gratuitous promise.
What is an unenforceable gift condition (lacks bargained-for consideration)?
Objective legal standard from Lucy v. Zehmer used to determine if an offer was made.
What is outward manifestation of intent (regardless of uncommunicated subjective intent/joking)?
What is clear, definite language promising specific procedures without explicit disclaimers?
Standard for an employee handbook to constitute a binding unilateral offer under Anderson v. Douglas & Lomason.
What is foreseeable, substantial pre-acceptance reliance (promissory estoppel)?
Mechanism under Restatement § 87(2) and Drennan v. Star Paving that blocks an offeror from revoking a bid prior to acceptance.
What is prior course of dealing or continuing performance/employment after receiving clear, unambiguous notice of modified terms?
Exception under Restatement § 69 and Gupta v. Morgan Stanley where silence or continued performance binds a party to modified terms.
What is the Knock-Out Rule (agreeing terms govern and conflicting terms knock each other out, replaced by UCC gap-fillers)?
Rule applied under UCC § 2-207(3) when the parties' writings do not form a contract, but both parties perform by shipping and paying.