List It
What are the three elements of an effective offer?
(1) Be communicated to the offeree
(2) Manifest an intent to enter a contract
(3) Be sufficiently definite and complete
What is the difference in the minority v majority views on misrepresentation of age?
Minority: If the adult acted, in good faith, with reasonable reliance on the misrepresentation of age, disaffirmance is prohibited
Offeror prevails and the different term in the acceptance is dropped.
On June 1st, Apex Drone Systems (Apex) sends a written offer to SkyFrame Studios, a film production company, offering to sell 10 high-end drone camera kits for $75,000, stating:
“This offer is open for acceptance until June 5th at 5:00 PM.
Acceptance must be made by signed hard copy delivered to our office. No other form of acceptance will be valid.”
On June 4th at 10:00 AM, SkyFrame sends a detailed email to Apex stating:
“We accept your offer to purchase 10 drone kits for $75,000. We are excited to move forward and will send the signed hard copy soon.”
Apex receives and reads the email immediately but does not respond.
On June 5th at 3:00 PM, SkyFrame’s courier breaks down en route to deliver the hard copy. The signed document doesn’t arrive at Apex’s office until June 6th at 9:00 AM — after the deadline.
Apex then refuses to perform, stating that no contract was formed.
SkyFrame sues for breach of contract, arguing that Apex waived strict compliance by reading and not objecting to the emailed acceptance.
Was a contract formed between Apex and SkyFrame despite the deviation from the required manner of acceptance?
No, a binding contract was not formed — unless Apex is found to have waived the specified manner of acceptance.
This is a fact-sensitive issue that hinges on whether Apex’s conduct created a waiver or implied acceptance.
When is a contract unenforceable?
What are the types of discharge?
(1) Performance by parties
(2) Material breach by one or both of the parties
(3) Agreement of the parties
(4) Operation of law
What is the difference between disputed and undisputed debt?
Disputed: Promise to settle the claim in exchange for an agreed payment or other performance is supported by consideration
In as much detail as possible, define disaffirmance.
(1) Released the minor from any liability on the contract
(2) Express or implied
(3) Minor may disaffirm at any time before reaching age of majority and within a reasonable time after reaching age of majority
(4) Once disaffirmed, they are entitled to restitution for any benefit given to the other party
Sophia, a custom furniture maker, receives an email from Logan, a boutique hotel owner, offering to purchase 20 handcrafted oak tables for $30,000, with delivery by October 31st. Logan’s offer specifies that:
“All terms, including price, quantity, and delivery date, are firm. Any deviation will void this offer.”
The next day, Sophia emails back:
“I accept your offer to sell 20 oak tables for $30,000. Delivery by November 3rd would be preferable on our end — let me know if that’s a problem. Otherwise, I’m ready to proceed.”
Logan does not respond. On October 10th, Sophia begins building the tables. On October 15th, Logan emails her and says:
“We consider your response a counter-offer and reject it. We have ordered from another supplier.”
Sophia sues Logan for breach of contract, claiming there was a binding agreement.
Did Sophia’s response constitute a valid acceptance?
No, a binding contract was not formed.
Sophia’s response did not constitute a valid acceptance under the common law Mirror Image Rule — it was a counter-offer.
What is a mere inquiry?
(1) Expiration
(2) Revocation
(3) Rejection
(4) Counteroffer
(5) Death
(6) Destruction
(7) Illegality
What are the two different applications for modification of preexisting contracts?
Common Law: Must be supported by fresh mutual consideration
UCC: No fresh mutual consideration, provided that both intend to modify the contract and act in good faith
In as much detail as possible, define mentally incompetent.
(1) The agreement is voidable
(2) Under traditional cognitive ability test, person is mentally incompetent if they are unable to comprehend the subject, nature, and probably consequences
(3) More than a weakness of intellect
(4) May disaffirm even if other party was unaware
(5) Other party is liable to restitution to avoid unjustice enrichment
(6) If other party is acting in good faith and reasonable terms, the mentally incompetent person is liable to restitution for benefits and necessaries furnished
On Monday, Olivia offers to sell her rare comic book collection to Dan for $10,000, saying:
“This offer is open until Friday at 5 PM.”
On Tuesday, Dan tells Olivia he needs a couple of days to think about it.
On Wednesday morning, Dan runs into their mutual friend, Priya, who casually says:
“Oh, didn’t you hear? Olivia sold her comic book collection to someone else yesterday. I saw the guy pick them up from her house.”
Surprised, Dan immediately tries to call Olivia but can’t reach her. That afternoon, without confirming with Olivia, Dan sends her an email accepting the offer.
Olivia replies later that evening:
“Sorry, I already sold them on Tuesday. I thought you weren’t interested.”
Was Olivia’s offer to Dan revoked before Dan accepted it?
Yes, the offer was effectively revoked before Dan accepted it.
Olivia took definite action inconsistent with the offer.
Dan acquired reliable information about this action.
Name three occupations who have pre-existing duties.
(1) mayor
(2) city council
(3) firefighter
(4) police
What are the requisites for fraud in the inducement?
(1) A false representation
(2) Of a fact
(3) That is material and
(4) Made with knowledge of its falsity and the intention to deceive and
(5) Which representation is justifiably relied on
What is the difference between acceptance in common law v. UCC?
Common law: mirror image rule
UCC: Allows a contract to be formed, even though the content is indefinite, as long as the parties intended to make a contract and there is a reasonably certain basis for giving a remedy
Define a conditional gift.
If the happening of the condition will be not only of no benefit to the promisor but is obviously merely for the purpose of enabling the promisee to receive a gift, there is no sufficient consideration.
On Monday, Taylor emails Jordan an offer to sell her vintage guitar for $5,000, stating:
“Let me know by Friday at 5 PM if you want it.”
On Wednesday morning, Jordan writes and mails a letter accepting the offer.
Later that day, at 3 PM, Jordan changes his mind and sends a text message to Taylor saying:
“Actually, I don’t think I want the guitar after all. Please disregard my acceptance.”
Taylor doesn’t see the text until Friday at 6 PM, after she receives Jordan’s acceptance letter in the mail earlier that afternoon.
Was a contract formed?
Yes, a contract was formed between Taylor and Jordan — and it became effective when Jordan mailed the acceptance letter on Wednesday morning.
Why doesn't rescission have consideration if both are exchanging promises for each other?
It DOES have consideration.
When can silence or inaction constitute assent?
(1) Offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation
(2) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer
(3) Because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intent to accept
In the eyes of the law, what is the biggest difference between determining good and bad bargains?
Define §2-207(3) and what terms are included in the contract.
Acceptance by conduct. Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although writings of the parties do not otherwise establish a contract - parties much exchange writings before that failed to manifest. Contract is comprised of times in the agreement (knock-out rule) and possible gap fillers
A rare violin collector, Evelyn, visits an estate sale where hundreds of antique instruments are being sold. One violin is labeled as a “Replica of 1741 Guarneri del Gesù” with a price tag of $8,000. Evelyn examines it and quickly realizes — due to subtle details in the craftsmanship and wood grain — that it might actually be an original 1741 Guarneri, worth millions. She says nothing to the seller, who inherited the instruments but has no expertise in violins and simply priced them based on an old inventory list created by a junior appraiser.
Evelyn purchases the violin at the listed price. A week later, a world-renowned expert confirms it is indeed a genuine 1741 Guarneri. The estate then discovers this and immediately sues to rescind the contract.
Unilateral mistake.
Describe two types of contracts that may appear to be illusory but are, in fact, valid.
Requirements contract: Purchaser agrees to purchase all of a given material from a specific supplier.