offer & Acceptance
Mailbox rule
An acceptance is effective when sent, not when received
What is consideration?
A bargained-for exchange of value
What are the elements of promissory estoppel (generalized)?
What is a firm offer under UCC 2-205?
A signed writing by a merchant to hold an offer open
§ 2-205. Firm Offers.
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror
What did Drennan v. Star Paving hold?
Sub's offer was enforceable via promissory estoppel
Offer definition:
A manifestation of willingness to enter into a bargain
Can past consideration be valid?
No, it must be given in exchange for the promise
What are the three theories of promissory estoppel? And simple explanation
How long can a UCC firm offer be held open?
No more than 3 months.
What is James Baird v. Gimbel about?
No reliance protection for general contractor.
What kills an offer?
Rejection, counter-offer, lapse, death, revocation
What is nominal consideration?
A small amount, often not sufficient unless for an option.
A small amount, often not sufficient unless for an option.
What does each theory use as its remedy?
equitable- courts discretion (equity: injunction, restitution, etc.)
Contract- expectation damages
Tort- reliance damages
Does a firm offer need consideration?
Not under UCC 2-205.
Key fact in Baird that differs from Drennan?
No promise by sub to keep offer open
What is the mirror image rule?
Acceptance must exactly match the terms of the offer
Is a pre-existing duty consideration?
No, unless it's a new duty or under UCC modifications.
Can promissory estoppel override the statute of frauds?
Equitable- Yes (estoppel against asserting statute)
Contract- No (statute wins, as PE is legal doctrine)
Tort- Unclear – depends on jurisdiction
What is required for a common law option contract?
Separate consideration.
What does Restatement 87 say?
Outlines when offers can be binding as option contracts
What is a unilateral contract?
A contract formed by performance rather than a promise
one sided
What rule governs modification under common law?
Requires new consideration.
Does PE require consideration?
No, it's an alternative to consideration
No, it's an alternative to consideration
Can reliance make an offer irrevocable?
Yes, under promissory estoppel.
What does Restatement 45 address?
Unilateral contracts and beginning of performance