Term
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Definition
Holding: Where neither party knows or has reason to know of the ambiguity or where both know or have reason to know, the ambiguity is given the meaning that each party intended it to have |
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Term
Embry v. Hargadine-McKittrick Dry |
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Definition
Holding: The secret feelings, intentions or beliefs of a party will not affect the formation of a contract in which their words and acts indicate that they intended to enter into a binding agreement |
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Term
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Definition
Holding: An acceptance is effective when it is posted even though a subsequent rejection is actually received before the acceptance |
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Term
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Definition
Holding: A general letter informing others that a merchant as a product for sale may not constitute an offer that binds the merchant upon acceptance |
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Definition
Holding: An offer to enter into a unilateral contract may be withdrawn at any time prior to performance of the act requested to be done |
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Term
Carlill v. Carbolic Smoke Ball |
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Definition
Holding: An advertised reward to anyone who performs certain conditions specified in the advertisement is an offer, and the performance of such conditions is an acceptance that creates a valid contract |
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Term
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Definition
Holding: An offer to give away a prize contingent upon performance of an act is enforceable by one doing the act |
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Definition
Holding: Where the offeror merely suggests a permitted method of acceptance, other methods of acceptance are not precluded |
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Definition
Holding: In case of doubt it is presumed that an offer invites the formation of a bilateral rather than a unilateral contract |
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Definition
Holding: A counteroffer is a rejection of the original offer and terminates it |
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Term
Richardson v. Union Carbide |
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Definition
Holding: Where contracts contain conflicting terms, the conflicting terms fall out and, if necessary, get substituted by suitable U.C.C. gap-filler provisions |
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Term
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Definition
Holding: A buyer accepts goods when, after an opportunity to inspect, he fails to make an effective rejection |
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Term
Hobbs v. Massasoit Whip Co. |
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Definition
Holding: Silence may constitute acceptance in appropriate cases |
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Term
Obering v. Swain-Roach Lumber Co. |
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Definition
Holding: The fact that a contract has a condition precedent to its formation does not make the contract too indefinite to be enforceable |
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Term
Wood v. Lucy, Lady Duff-Gordon |
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Definition
Holding: While an express promise may be lacking, the whole writing may be instinct with an obligation – an implied promise – imperfectly expressed so as to form a valid contract |
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Term
Omni Group v. Seattle-First |
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Definition
Holding: A contractual condition calling for the subjective satisfaction of a party imposes a duty of good faith in the exercise of the party’s discretion and is not illusory |
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Term
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Definition
Holding: Output contracts are valid and any indefiniteness or mutuality is supplied by a good-faith requirement implied by the U.C.C. into such contracts |
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Term
Empro Manufacturing v. Ball-Co Manufacturing |
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Definition
Holding: Parties who have made their pact subject to a later definitive agreement have manifested an intent not to be bound |
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Term
Kabil Developments Corp. v. Mignot |
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Definition
Testimony as to the subject opinions of a party regarding a contract may be admitted so long as a suitable jury instruction counteracting any prejudicial effect such testimony might have given |
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