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| A contract is a promise or a set of promises for which the law provides a remedy. |
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Term
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| Requirement of a Bargain- the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration. (Except for alternatives). |
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| Bargain- An agreement to exchange promises or to exchange a promise for a performance or to exchange performances. An agreement is a manifestation of mutual assent on the part of two or more persons. |
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| Manifestation of Mutual Assent- M of MA to an exchange requires that each party either make a promise or begin or render a performance. |
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•Manifestation of assent may be made wholly or partly by written or spoken words or by other acts or by failure to act.
•Conduct of a party is not effective unless he intends to engage in the conduct and knows or has reason to know that the other party may infer from his conduct that he assents.
•Conduct may manifest assent even though he does not in fact assent. In such cases a resulting K may be voidable because of fraud, duress, mistake, or other invalidating cause. |
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Term
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Mode of assent: offer and acceptance
-M of MA ordinarilt takes teh form of an offer or proposal by one party folowed by an acceptance by the party or other parties.
-M of MA may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined. |
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Term
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Definition
Offer:
the manifestation of the willingness to enter into a bargain, so made as to justifyanother person understanding that his assent to that bargain is invited and will conclude it. |
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| not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a furthur manifestation of assent. |
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Invitation of Promise or Performance:
In case of doubt an offer is interpreted as inviting offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses. |
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Term
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Definition
| Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance, an option K is created when the offeree tenders or begins the incited performance or tenders a beginning of it. |
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Acceptance:
-a manifestation of assent to the terms thereof made by the offeree in a manner invited orrequired by the offer.
-Acceptance performed by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance bya performance which operates as a return promise.
-Acceptance by a promsie requires that the offeree complete every act essential to the making of the promise. |
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Acceptance
•A manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer.
•Acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which operates as a return promise.
•Acceptance by a promise requires that the offeree complete every act essential to the making of the promise. |
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CONSIDERATION- Requirement of Exchange; Types of Exchange
•To constitute consideration, a performance or a return promise must be bargained for.
•A performance or 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.
•The performance may consist of the following:
An act other than a promise, A forbearance, or The creation, modification, or destruction of a legal relation
• The performance or return promise may be given to the promisor or to some other person. It may be given by the promise or by some other person. |
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Definition
| any performance which is bargained for is consideration |
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Definition
| a promsie which is bargained for is consideration, but only if, the promised performance would be consideration. |
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Promise for Benefit Received ; Moral Obligation
•A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice.
•A promise is NOT binding –
If the promisee conferred the benefit as a gift or for other reasons the promisor has not been unjustly enriched, or
To the extent that its value is disproportionate to the benefit. |
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Definition
87- Option Contract
•An offer is binding as an option contract if it
Is in writing and signed by the offeror, recites a purported consideration for the making of the offer, and proposes an exchange on fair terms within a reasonable time, or
Is made irrevocable by statue
•An offer which the offeror should reasonably expect to induce action or forbearance of a substantial character on the part of the offeree before acceptance and which does not induce such action or forbearance is binding as an option contract to the extent necessary to avoid injustice (reliance is enough). |
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- Promise Reasonably Inducing Action or Forbearance
• A promise which the promisor should reasonable expect to induce action or forbearance on the part of the promise or a third person and which does induce such action or forbearance is binding of injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires. |
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Formation in General
A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes such a K.
An agreement sufficient to constitute a K for sale may be found even though the moment of its making is undetermined.
Even though one or more terms are left open, a K for sale does not fail for indefiniteness if the parties have intended to make a K and there is a reasonably certain basis for giing an appropriate remedy. |
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Additional terms in Acceptance or Confirmation.
A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
The additional terms are to be construed as proposals for additions to the K. Between merchants, such terms become part of the K unless:
•The offer expressly limits acceptance to the terms of the offer
• They materially alter it, or
• Notification of objection in them has already been given or is given within a reasonable time after notice of agreement is received.
Conduct by both parties which recognizes the existence of a K is sufficient to establish a K for sale although the writings of the parties do not otherwise establish a K. |
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Term
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Definition
| An offer shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. If the offeree begins performance, the offeror must be notified of the acceptance within a reasonable time; otherwise, offeror can regard the acceptance as having lapsed. |
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