Contracts - Offer
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What is the source of Contract law?
Depends of subject matter:
Goods - Article 2 of UCC
Most other contracts are governed by common law
What is the difference of Unilateral and Bilateral contracts?
Unilateral - Seeks performance in return.
Bilateral - Seeks a promise in return.
What is the difference between contracts that are void, voidable, and uneforceable?
Void - No contract formed, therefore no duty.
Voidable - One or more parties have the power to either ratify or avoid the contract.
Unenforceable - Contracts that have some legal consequences, but they are not enforceable in an action for damages or specific performance due to a defense.
What is an executory contract?
One that is not fully performed.
What is an offer?
A communication by the offeror creating a reasable expectation in the offeree that offeror is willing to enter into a contract on specified terms, such that offeree need only accept in order to form a contract.
What are the seven essential terms of an offer at common law?
Mnemonic: Ducks Say Quack Quack When People Pass
Duration, Subject Matter, Quantity, Quality, Work to be done, Price, and Payment Terms.
Quantity is an essential term.
In determining whether an offer has been made, do you use a subjective standard or objective?
Can offers made in jest ever be the basis of a contract?
Yes. If a reasonable person in the offeree's shoes would understand the offer to create a poer of acceptance in him/her. If offeree knows the offer is being made in jest, then there is no offer.
Must a statement sufficiently identify the offeree to constitute an offer?
Yes, It must create in the offeree an immediate power of acceptance and only the offeree can accept the offer.
In determining whether an offer to enter into a contract has been made, is the context of the communication relevant?
Yes, where the language is not clear, the relationship between parties, prior practices, method of communication, and the like frequently can determine whether an offer has been made.
Does a missing quantity term invalidate a contract?
Yes, quantity is an essential term. Does not have to be an express quantity as long as it can be definitely ascertained.
At an auction, is the auctioneer the offeror or offerree?
Depends of Reserve price or not?
Reserve Price - Auctioneer is Offeree.
without reserve - Offeror
Person A, a store owner, and person B are chatting. Person A comments, "I'm planning on selling my prize antique for $100". Person B says, "Here is my check. I accept" Could a contract result?
No, a reasonable person would conclude that Person A's statement was a statement of intent and made no promise. An offer requires the present intention to enter into a contract; here, Person A did not intend to create in Person B the power of acceptance - Therefore no contract.
A contractor sends the following fax to the local lumber yard: "I need a price on 4,000 2X4s. Please give me a quote on same." Is this an offer?
No. An immediate poer of acceptance must be created in the offeree in order for an offer to exist. Here, the fax is a request for a price, not an offer.
Mary has a yard full of gnomes. John, walking by one day, asks Mary, "Would you consider selling the Dopey gnome for $50?" Mary replies, "I accept". Could there be a contract?
No, John's question is an invitation for negotiation or an offer, but is not an offer in and of itself. An offer requires the language of a promise, definiteness of essential terms, and communication to the offeree.
Sue, an antique dealer, says as a joke to John, "I'll sell you my table for $100". John has no idea the table is worth at least 10 times more than $100, says, "I accept". Could there be a valid contract?
Yes. John could have reasonably assumed that Sue's statement created an immediate poer of acceptance in him. The fact Sue was joking is irrelevant, unless John knew she was joking or should have known.
Ruby owns an antique shop and has an unusual looking heart table and Sam, a customer wants to buy it. Ruby says, "Well, business is slow. It breaks my heart to do it, but I'll let you have the table for $100". Is this an offer.
Yes. Sam could reasonably assume that Ruby had created the immediate power of acceptance in him with her statement, her reluctance does not change the fact an offer was made.
In an advertisement circular, the local hardware store advertises a set of screwdrivers for $5. Is this an offer?
No. This is an invitation for offers, disseminating prices at which the seller will receive offers. There is not the essential quantity term or a clear offeree.
The local consignment shop puts the following ad in a local newspaper: "Sale - Friday only - Victoria wedding dress. Was $100, now only $5. First come, first served. Will open at 7 am." Susan sees the ad, camps out in front of the shop Thursday night and is the first customer on Friday morning. She says "I accept your offer for the wedding dress. Here's my $5." Is there a binding agreement?
Yes. The offer was specific as to quantity, stated to whom the offer was made, and in general, was worded as a promise.
Mary goes to the local greenhouse. She is looking at the rose bushes and John the owner, tells her, "I have rose bushes that bloom pink roses and some with white roses. I'll sell you any one of them for $2." Is the offer invalid because the subect matter is not identified specifically enough?
No. The offer is valid, because a reasonable range of choices does not destroy the offer. As soon as a choice is made, the contract is formed. Here ambiguity in the offer is cured by acceptance.
John offers to buy "some of Buck's deer processing equipment for $50." Could a contract be formed?
No. The offer is too vague. "Some of" does not create an offer sufficiently certain to be enforceable, a court could not supply the missing terms to fulfill the intent of the parties - therfore, there could be no contract.
A contractor orders 100 washing machines. Under the UCC, what is the place of delivery if it is not specified in the offer?
Under UCC Section 2-308, the place of delivery is seller's place of business. The other delivery term, time of delivery, can also be implied, as a reasonable time, if it is not specified.
Exception: If there are circumstances, usage of trade, course of dealing, and course of performance tht suggest another place of delivery, that will control.
On January 1, year 2000, New Year's Inc. comes out with a commemorative hat with an unusual picture of the flag. Parties R Us orders 1000 hats. Neither party mentions a price. Under the UCC, can the price be inferred or will the contract fail?
UCC section 2-305(1) - The price can be inferred by determining "a reasonable price a the time of delivery".
On December 30, 1918, the Blacksmith puts out a set of memorial horseshoes. Cowboys R Us orders 200 sets. Under the UCC, if the time of payment is not specified, will it be implied?
Yes. UCC section 2-310 states "payment is due at the time .... buyer receives the goods."
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