Offer
What is an offer?
(Bonus if you can name the Restatement)
Manifestation of willingness to enter a bargain, so made as to justify another person in understanding that his assent to that bargain is invited & will conclude it
(Restatement §24)
What is acceptance?
(Bonus if you can name the Restatement)
Manifestation of assent to the terms thereof made by the offeree
(§50(1))
What is consideration?
(Bonus if you can name the Restatement)
A return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise
(Restatement §71)
What does the UCC control?
Sale of goods
Contract
Promissory Estoppel
Restitution
What power does an offer give?
Gives the offeree the power of acceptance
What is the Mailbox Rule for Acceptance?
Acceptance of an offer is generally effective upon dispatch, not receival and must reach the offeror in a timely fashion.
What is the old v. new theory for consideration? (Describe them).
Benefit/Detriment Theory: A benefit to the promisor or detriment to the promisee
Bargained-for Exchange Theory: A bargain for exchange of forward-looking, interlocking obligations.
UCC §2-206?
Offer and acceptance implied by conduct indicating agreement
What is an illusory promise?
Name a case to support your answer.
A promise that lacks consideration.
Marshall Durbin Corp. v. Barker
What are NOT considered offers?
Ads
Preliminary Negotiations
Price Quotes
Does silence = acceptance?
Usually no, unless there were previous dealings that made silence reasonable as acceptance (§69)
Do courts weigh consideration?
Name a case to support yout answer.
No — courts do not weigh consideration.
Batsakis v. Demotsis
Name the factors of the Predominant Purpose Test?
(UCC §2-204)
[jannusch & Princess]
What is a conditional gift? Is it considered a K? Can you name a case that gave us this rule?
A gift with incidental tasks/provisions to accept
Conditional Gift ≠ K
Penny Supply, Inc. v. American Ash Recycling Corp. of PA
4 Ways to Keep an Offer Open
1. Option K
2. Partial Performance of Unilateral K
3. Partial Performance of Bilateral K / Promissory Estoppel
4. UCC §2-205 Firm Offer
What is the Mirror-Image Rule under Com Law?
Offer and Acceptance must match or else no K
What is the rule regarding past consideration?
Explain the case we got the rule from.
Past obligations NEVER = Consideration
Plowman v. Indian Refining Co. > Older employees on payroll. Past consideration makes a party incapable of breach and is therefore not bound. Picking up the check was a condition of the gift.
Name the elements of a Firm Offer and which UCC Rule it is
UCC §2-205
What is the minority rule regarding performance on a Unilateral K? What case is it from?
Minority: Substantial Performance
Majority: Partial Performance (§45)
Cook v. Caldwell Banker/Frank Laiben Realty Co.
"Chris says to Diana, 'I might sell my car sometime if I get a good offer. You're a good friend, so if you want it, maybe we can figure something out.
Is this a valid offer?
No.
Lack of Intent & Unclear Terms
Anna emails Beth, "Do you want to buy my laptop for $500? I need your answer by 5:00 PM tomorrow."
Assuming this is a valid offer, how can Beth accept?
Beth replies at 3:00 PM the next day, "I accept your offer to buy the laptop for $500."
A man agreed to give his autographed baseball to a friend for either $100 or an autographed baseball cap at the friend’s discretion, and the friend agreed.
Is there consideration for the exchange?
Yes. A contract is illusory if one of the parties has an alternative that will result in the other party getting nothing. But if a party has a choice between two alternatives, either of which standing alone would be consideration, then there is consideration for the exchange.
A buyer orders 1,000 widgets (goods), and the seller ships them. Under the UCC is there a contract?
Yes. A contract exists even if price or delivery time wasn't fully settled, because they intended to deal and performance shows intent.
Alex and Jordan sign a document stating that they “agree to enter into a future contract for the sale of Alex’s car,” and that they will “decide on the final price and delivery date at a later time.” When Jordan later insists that Alex must sell the car, Alex refuses. Under common law contract principles, is this agreement enforceable?
What's a case that backs up your answer?
No. Agreement to Agree. (Missing essential terms and no objective method to determine them.
Walker v. Keith