Offer + Acceptance
What is the difference between a counteroffer and a mere inquiry?
A counteroffer proposes different or additional terms as a condition of agreement and terminates the power to accept the original offer; an inquiry merely seeks information and leaves the original offer open.
What is the knockout rule?
In contracts that pass through 2-207(1), the DIFFERENT terms are “knocked out” and the missing terms are supplied by UCC gapfillers.
To find mutual assent, look to the parties’ ______ manifestations and ask yourself
Outward
A offers to give B $1,000 if he does not commit a crime in the next 5 years. Is there valid consideration?
No, forbearance from doing something that is already a legal obligation not to do does not constitute valid consideration.
Bilal put out a flyer for $200 to anyone who returned her lost dog. Jordan returned the dog the next day without knowing about the offer, and therefore did not ask for the reward. Later, Jordan saw the flyer with the offer and returned to Bilal's house asking for the reward. Is Bilal obligated to give them the reward?
No. There is no enforceable contract because Jordan had no knowledge of the offer.
An offer states, “You may accept only by emailing me by 5:00 p.m. Friday.” The offeree mails a signed acceptance Thursday. Can the offeree automatically invoke the mailbox rule?
No. The offeror is master of the offer and may prescribe the required manner of acceptance.
Knights offered to paint the roses red for the Queen at $1 per rose. The Queen replied, "I accept your offer to paint the roses red at $1 per tree branch." Was there an acceptance?
No acceptance. The Queen’s reply constitutes a counteroffer. (Mirror image rule applies, as the proposed contract is not for the sale of goods)
A buyer and seller agree that goods will arrive on a ship called The Palmer. Unfortunately, there are two ships named The Palmer, and each party means a different ship. What doctrine prevents the formation of a contract?
Mutual misunderstanding/lack of mutual assent
C employs D as a consultant in her firm. D is paid $45,000 plus a 'discretionary bonus'. Over the past year, C's firm has doubled its profits and, therefore, C decides to pay an additional $8,000 to D for 'all your help and hard work throughout the past year'. D is delighted and buys a new car in anticipation of the extra money being given to her. Subsequently, C changes her mind and refuses to pay the extra $8,000 to D. Is D legally entitled to that money, if so why?
Yes, she can under promissory estoppel (detrimental reliance)
Jordan tells Nico: “I promise to buy your car for $20,000, if I decide I really want it.” Nico agrees to sell the car and turns down another buyer. Jordan later says, “I decided I don’t want it.” Is Jordan’s promise enforceable?
No. Jordan has not actually committed to anything; the promise is illusory because performance is entirely within Jordan’s discretion.
An offeree responds to an offer: “I accept your offer for $10,000. Would you consider taking $9,500 instead?” Is a contract formed, and why?
Yes. The acceptance is not conditioned on the proposed change, so the additional request does not invalidate the acceptance under R2-61.
X sent an email to Y, offering to purchase 1,000 apples at $1 per apple. Y replied by agreeing to the 1,000 apples at $1 per apple, but added an warranty clause to the agreement. Is there an acceptance and why?
There is a valid acceptance under 2-207(1), as the warranty is materially altering, but NOT essential.
Nico and Bilal clearly agree to a deal. They both understand exactly what they're agreeing to, and there is no misunderstanding. Unfortunately, the deal violates the law. Is there an enforceable contract?
No because (i) New York Trust Co. v. Island Oil & Transport Corp., (ii) mutual assent cannot make an illegal agreement enforceable, (iii) pre-existing duty
A man agreed to give his autographed baseball to a friend in return for the friend's everlasting gratitude, and the friend agreed. Is there consideration for the exchange?
Bilal agrees to sell Nico his famous secret hot sauce recipe for $500. Nico promises to pay “whatever amount I feels like paying after tasting the sauce.” Nico, rudely, tastes it and decides the recipe is worth $0. Is there an enforceable contract?
No. Nico's promise is illusory because he has not committed to any consideration. he can simply choose to pay nothing.
An offer contains no expiration date. What determines when the offeree’s power of acceptance terminates?
The offer lapses after a reasonable time based on the circumstances, including the nature of the contract, purposes of the parties, course of dealing, trade usage, and potentially price volatility.
Landy's Pool and Supplies, Inc. sends a purchase order to Chemicals R Us for the purchase of 1000 gallons of chlorine tablets. The purchase order states: "This order expressly limits acceptance to the terms stated herein, and any additional or different terms proposed by the Seller are rejected unless expressly assented to in writing by Buyer. No contract shall exist except as herein provided." The purchase order contained 20 different terms and conditions, including a provision for a warranty on the chemicals. Chemicals R Us sends an acknowledgment form to Landy's that states: "Chemicals accepts your offer." The Chemicals acknowledgement contained its own set of 30 terms and conditions, including a different warranty term. Is there a valid contract, and are Chemicals’ terms included in the contract?
There is a valid acceptance under 2-207(1), but 2-207(2) precludes the inclusion of the terms. (merchant provision, materially altering)
Jordan and Nico are roommates. Nico talks ALL the time about how much he loves his car and how he would NEVER sell it. Bilal walks by their house and sees Nico’s pearly white whip. The next day, Bilal calls Nico to offer him $25,000 to purchase it. Nico agrees. Did the parties here manifest mutual assent to the agreement?
Yes. Bilal does not know how much Nico loves the car and has no reason to think he wouldn’t sell it.
A rich uncle said to his niece, "I understand that you have been accepted by a number of law schools and can't decide which one to choose. If you go to my alma mater, I will pay your tuition." The niece was ecstatic and said, "Thank you, uncle. I will go to your law school and I will make you proud." The niece then enrolled in the uncle's alma mater, but when she sent him the first tuition bill he refused to pay, claiming that the contract was not enforceable. Was there consideration for the uncle's promise to pay the tuition?
Yes, the consideration was the niece’s going to that law school. forbearance from exercising her legal right to choose which school she wanted to go to)
Netflix tells Aidan: “We will pay you $100,000 to appear in our next reality show. You must appear for the entire season, but we reserve the right to cancel your appearance at any time before filming begins.” Jordan agrees. Netflix cancels the day before filming. Does Jordan have a claim for breach of contract?
Likely no, if the cancellation provision means Netflix never became obligated to use Jordan. A promise that expressly gives one party complete discretion whether to perform at all can be illusory. But here, Netflix’s discretion is bounded by the period before filming begins.
An offeree pays $100 in exchange for an offeror’s promise to keep an offer open for six months. Two months later, the offeree says, “I’m no longer interested.” One month later, the offeree changes her mind and accepts. Is the original offer necessarily terminated by her earlier rejection?
No. An option contract generally preserves the power of acceptance despite rejection, subject to circumstances such as the offeror materially relying on the rejection.
A wedding-dress designer, wanting to expand her business, emailed several local bridal shops on June 1 to inquire about the shops’ interest in buying some of her excess inventory of dresses. The owner of a local boutique was very interested. Like the designer, the boutique owner dealt regularly in wedding dresses. The boutique owner replied by return email on June 2, stating that the boutique would buy 25 wedding dresses from the designer for $500 per dress, with delivery to the boutique on June 15. The designer replied by email on June 3 that she agreed but that she could not deliver until June 20. Did a contract form? If so, when?
Yes, because the designer accepted the boutique owner’s June 2 offer in the designer’s June 3 email. (2-207(1) acceptance despite different terms)
Brook is selling her old couch online. Her friend Nisha knows Brook hates the couch and has been saying for weeks, “I just want this thing out of my apartment.” One day, Brook posts in the group chat: “$300 and this beauty is yours 😂.” Nisha responds, “I’ll take it for $300!” Brook then says, “Wait, I was joking! Hello?! I’d never sell my couch for that little.” Did the parties manifest mutual assent to the agreement?
Yes. Nisha had no reason to believe Brook wasn't serious about selling the couch; Brook’s subjective intent that she was joking does not control.
In writing, a man offered an elderly woman $100,000 for her house, and the woman accepted in writing. The woman then discovered that her house was worth $250,000 and claimed that no contract was formed.Will the woman be successful in her claim that no contract was formed because the consideration was not adequate?
No, consideration does not need to be exactly equal in value.
An offeree responds: "I accept your $10,000 offer provided that you agree to deliver the goods at no additional cost." Is a contract formed?
No. The purported acceptance is conditional on assent to an additional term, making it a counteroffer under the mirror image rule.