Mutual Assent
How do courts determine whether a party's words or conduct are "reasonable?"
Through the objective standard
What is the definition of an offer under R2K?
What is a manifestation of willingness to enter a bargain that justifies the offeree in believing their assent will conclude the deal
What rule requires acceptance to exactly match the terms of the offer under common law?
The Mirror Image Rule
The mailbox rule applies only to one type of communication. Which one?
Acceptance
Under UCC §2-206, how may an offer to buy goods for prompt shipment be accepted?
By a prompt promise to ship, or by prompt or current shipment of goods
In Lucy v. Zehmer, why did the court find mutual assent even though the seller claimed he was "just joking"?
Because mutual assent is based on outward, objective manifestations, not secret intentions
What distinguishes an offer from a mere invitation to deal?
What is an offer shows commitment; an invitation shows a willingness to negotiate
When can silence operate as acceptance?
When benefit is taken, prior dealings make silence reasonable, or the offeror indicates silence counts.
What happens if an offeree sends an acceptance by an unauthorized or unreasonable means (e.g., carrier pigeon)?
It is effective only on receipt, not dispatch.
What are the exceptions for the SoF written goods?
What are the 4 C's of a promise?
Commitment, content, certainty, communicated
WWhen is an advertisement treated as an offer instead of an invitation to deal?
What is when it is clear, definite, and leaves nothing open for negotiation (e.g., rewards)
A response to an offer changes one term but also clearly expresses a willingness to proceed. Under common law, what is this response treated as?
Counteroffer
Does the mailbox rule apply when the offeror dictates the manner or timing of acceptance (e.g., “You must accept by email only”)?
No — the offeror’s specified method controls; the mailbox rule is displaced.
Under UCC §2-205, what are the three requirements for a firm offer to be irrevocable?
It must be (1) by a merchant, (2) in a signed writing, and (3) give assurance it will be held open.
What makes a promise illusory?
When the promisor retains unlimited discretion to perform or not perform
What is the effect of a counteroffer on the original offer?
What is it terminates the original offer and creates a new one
Under Restatement §32, when an offer is ambiguous about whether acceptance can be by promise or performance, how may the offeree accept?
The offeree may accept either by promise or by beginning performance.
An offeror tells the offeree, “This offer will remain open until Friday.”
Before Friday arrives, the offeror attempts to revoke the offer.
Is the revocation effective?
Yes — unless there is consideration or reliance creating an option contract, the offeror may revoke anytime before acceptance, even if they said it would stay open.
Under §2-207(2), between merchants, when do additional terms not become part of the contract?
When (1) the offer expressly limits acceptance, (2) the term materially alters the contract, or (3) the offeror objects within a reasonable time.
Under UCC § 2-204, when does a K NOT fail for indefiniteness?
When parties intended to K and there is a reasonably certain basis for remedy?
A homeowner emails a contractor:
“I can hire you to redo my kitchen for $20,000. Let me know.”
Before the contractor replies, the homeowner’s neighbor tells the contractor, “She already hired someone else yesterday — the deal’s off.”
The homeowner never directly revoked the offer.
Is the offer still open?
No — the offer is effectively revoked because the contractor received reliable indirect notice of the offeror’s inconsistent action.
Seller offers to sell 100 widgets to Buyer. Buyer mails an acceptance on Monday.
On Tuesday morning, Buyer calls and says, “Ignore what I mailed — I reject your offer.”
Seller receives the phone rejection first and the mailed acceptance second.
Is there a contract?
Yes — acceptance was effective on dispatch, so the contract formed on Monday despite the later-arriving rejection.
Seller mails an offer to Buyer on Monday.
Buyer receives it Tuesday morning.
On Tuesday afternoon, Seller mails a revocation but does not email or call.
On Wednesday morning, before receiving the revocation, Buyer mails an acceptance using overnight delivery.
On Wednesday evening, Buyer receives Seller’s mailed revocation.
On Thursday morning, Seller receives Buyer’s overnight acceptance.
Is there a K?
Yes — Buyer’s acceptance was effective on dispatch (Wednesday morning), which occurred before Buyer had notice of revocation; revocation is only effective upon RECEIPT.
Buyer sends a purchase order stating:
“Price: $10 each. Acceptance limited to the terms of this offer.”
Seller responds with a confirmation stating: “Price: $10 each. All disputes must go to arbitration.”
Seller ships the goods.
Buyer accepts delivery but later refuses arbitration.
Is the arbitration clause part of the contract?
No — the offer expressly limited acceptance to its own terms. Under §2-207(2)(a), additional terms (like arbitration) do not become part of the contract.