Term
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Definition
| A promise or set of promises the law will enforce |
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Term
| What does a contract need to be valid? |
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Definition
(1) Offer
(2) Acceptance
(3) Consideration |
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Term
| What is a bilateral contract? |
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Definition
| Invites a promise as the means for acceptance, therefore, a promise is an effective means of manifesting intent to accept an offer |
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Term
| What is a unilateral contract? |
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Definition
| Invites performance as the means for acceptance, therefore, performance is an effective means of manifesting intent to accept the offer |
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Term
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Definition
Mutual assent requires that both parties of a deal show requisite intent to be bound either expressly or impliedly.
The offeree must have a reasonable expectation of performance based on the intent of the offeror.
An objective reasonable person must have a reasonable expectation of performance based on the intent of the offeror. |
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Term
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Definition
| An offer is a manifestation of willingness to enter into a bargain with the offeree, whose assent to the bargain is invited and will conclude it. |
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Term
| What is the only way an advertisement may rise to an offer? |
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Definition
| If the he ad is CLEAR, DEFINITE, and LEAVES NO ROOM FOR NEGOTIATION, the advertisement may rise to the level of an offer. |
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Term
| In what ways can you destroy an offer? |
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Definition
-Rejection
The offeree turns down the offer
-Revocation
The offeror takes the offer off the table
-Lapse
The offeree doesn’t accept the offer within a reasonable time
-Death
If the offeror dies, the offer dies with him
-Counteroffer
The offeree rejects the original offer but changes the terms and presents the offeror with a new offer |
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Term
| What is an option contract? |
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Definition
When the offeree requests the offeror’s agreement to hold an offer open and make it irrevocable for a specified period of time
It is a contract so there must be a payment or some other form of consideration given in exchange for the promise of irrevocability separate and apart from the consideration supporting the underlying contract |
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Term
| How to destroy an option contract |
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Definition
-Lapse
-Accepting the offer |
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Term
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Definition
The manifestation of assent to the terms made by the offeree in a manner invited or required by the offer.
Acceptance must be made in the manner required by the offer.
If the offer does not specify, the acceptance can be made either by promise or performance – whatever is reasonable under the circumstances |
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Term
| What is acceptance by promise? |
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Definition
Acceptance by a promise requires that the offeree complete every act essential to the making of the promise
Requires communication of the promise!
May be communicated in words or written |
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Term
| What is the mailbox rule? |
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Definition
| Unless the offer says differently, an acceptance is effective as soon as the acceptance is put in the mailbox and put out of the offeree’s possession, whether or not it ever reaches the offeror. |
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Term
| What are the limitations to the mailbox rule? |
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Definition
-ONLY WORKS FOR ACCEPTANCE
-ONLY APPLIES WHERE THE COMMUNICATION USED
INVOLVES DELAY
-OFFER MUST NOT SPECIFY ANOTHER MODE OF ACCEPTANCE
-ACCEPTANCE MUST BE SENT PROPERLY AND TIMELY |
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Term
| What is acceptance by performance? |
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Definition
Where an offer invites an offeree to accept by rendering a performance.
No notification is necessary to make such acceptance effective unless the offer requests a notification.
-Requires at least partial performance
-Generally, does not need to be communicated to offeror, unless the offeror has no reasonable way to know that performance has been started |
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Term
| What is acceptance by silence or inaction? |
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Definition
-Generally, silence or inaction will not be an effective acceptance because it can be unfair and unreasonable
-HOWEVER, it will be effective when:
-The offeree takes the benefit of the offered services with reasonable opportunity to reject them and offeree has reason to know that they were offered with the expectation of compensation
-The offeror has stated or has given the offeree reason to believe that acceptance by silence or inaction will be valid, and the offeree intends to accept the offer by remaining silent and inactive
-Where it is reasonable that the offeree knows he should notify the offeror that he does not intend to accept |
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Term
| What is imperfect acceptance? |
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Definition
-Mirror image rule
-Last shot rule |
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Term
| What is the mirror image rule? |
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Definition
-An acceptance may not deviate from the terms set forth in the offer.
-ANY deviation operates as a counter-offer.
-Modern Courts will allow for some deviation, so long as the purported acceptance does not deviate in any material fashion from the offer, or makes acceptance dependent on altered terms. |
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Term
| What is the last shot rule? |
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Definition
| Last submitted counter-offer terms rule the deal |
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Term
| What are the 2 types of equitable remedies? |
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Definition
-Equitable Estoppel
-Promissory Estoppel |
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Term
| What is equitable estoppel? |
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Definition
Stops or precludes a party from denying or alleging an otherwise material fact because of something that he has done or failed to do.
Ex:
-Misrepresentation by one party
-Reasonable Reliance |
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Term
| What is promissory estoppel? |
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Definition
If one party changes position substantially, either by acting or forbearing from acting in reliance upon a gratuitous promise, then other party can enforce promise although the essential elements of the contract are not present.
Ex:
-Clear and Definite Promise
-Reasonably induced another to act to their detriment in reasonable reliance of the promise
-Injustice can be avoided ONLY by enforcing the promise |
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