Term
| What is the "master of the offer" doctrine? |
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Definition
| The doctrine that provides that the offeror not only has the privilege to specify the terms of the proposed agreement, but has the privilege to insist on a particular time and manner for the offeree to manifest assent. |
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Term
| How do courts determine whether an offeror has specified a required manner of acceptance? |
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Definition
| Courts apply the objective theory of contract. |
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Term
| If an offer prescribes the place, time, or manner of acceptance, must its terms in this respect be complied with to form an agreement? |
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Definition
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Term
| If an offer suggests a permitted place, time, or manner of acceptance, must the acceptance be in the suggested place, time, or manner? |
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Definition
| No. Another method of acceptance is permitted. |
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Term
| How must an offer be accepted if the offer does not prescribe a method of acceptance? |
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Definition
| In any reasonable manner and by any reasonable medium. |
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Term
| A defective manifestion of assent of is considered what? |
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Definition
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Term
| If an offeree makes a defective manifestation of assent, and thus a counteroffer, will the offeror's silence in response to the counteroffer operate as an acceptance? |
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Definition
| Only if such silence qualifies as an exception to the general rule that silence is not ordinarily an acceptance. |
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Term
| When the offeror makes a promissory offer and requires a return promise as the method of acceptance, what is the resulting contract called, and why is it called that? |
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Definition
| Bilateral contract because each party makes a promise. |
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Term
| When the offeror makes a non-promissory offer and requires a promise as the method of acceptance, what is the resulting contract called, and why is it called that? |
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Definition
| Reverse unilateral contract because there is only one promise (the offeree) and it is a "reverse" unilateral contract because it is the offeree, rather than the offeror, who is making the promise. |
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Term
| If an offeror requires a return promise as the exclusive method of acceptance, how must the offeree accept? |
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Definition
| By giving a return promise. |
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Term
| If an offeror requires performance as the exclusive method of acceptance, the offeree must provide what to accept? |
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Definition
| Completed performance (unless completed performance is excused). |
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Term
| In a case of doubt or offeror indifference, how may the offeree accept? |
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Definition
| Return promise or by performance. |
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Term
| Where an offer can be accepted by either a return promise or by performance, the tender or beginning of the invited performance or the tender of a beginning of the invited performance operates as what? |
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Definition
| An acceptance and a promise to completely perform (i.e., a bilateral contract is formed). |
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Term
| When an offeree accepts by giving a return promise, is the offeree required to give notice of acceptance? |
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Definition
| Generally, yes. Unless the offeror manifests a contrary intention, an offeree who accepts by return promise (either in response to an offer of a bilateral contract or in response to a case of doubt or offeror indifference) is required to make reasonable efforts to notify the offeror of the offeree's manifestation of assent or, in the absence of such efforts, the offeror must seasonably obtain actual knowledge of the offeree's manifestation of assent. |
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Term
| When acceptance is by return promise, when is the acceptance effective? |
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Definition
| An acceptance by return promise, made in a manner and by a medium invited by the offer, forms an agreement as soon as it is put out of the offeree's possession (regardless of whether it reaches the offeror), unless (1) the offer provides otherwise; (2) the offer includes an option (in which case an agreement is formed only when acceptance is received by the offeror), or (3) the acceptance is sent after a rejection is sent by mail or telegram (in such a situation, whichever is received by the offeror first is effective). |
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Term
| If an offeree improperly dispatches notice of acceptance by return promise (e.g., putting the wrong address on the envelope), is an agreement still effective upon dispatch? |
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Definition
| Yes, if the offeror in fact receives the acceptance seasonably (i.e., within the time a properly dispatched acceptance normally would have been received). |
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Term
| For instantaneous communications (such as in-person or over the telephone), when is acceptance by return promise effective? |
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Definition
| Upon the offeree's manifestation of assent, unless the offeree has reason to know that the offeror did not receive the communication (such as a dropped call), in which case there is no effective acceptance and, thus, no agreement. |
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Term
| Why is the time of contract formation important? |
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Definition
| It marks the point at which the parties are bound to the terms in the contract, and a party does not have the power to unilaterally change a contract's terms after the contract is formed (unless such a power was retained within the contract's terms). |
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Term
| When is notice of an event (such as notice of acceptance) considered "received"? |
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Definition
| When the notice comes into possession of the party or a person authorized to receive it or it is deposited in a place authorized by the person as a place for it to be deposited or similar communications to be deposited. |
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Term
| What is the "equivocal acceptance rule"? |
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Definition
| When notification or attempted notification is required, an offeror is not bound by an equivocal acceptance unless the offeror reasonably understands it as an acceptance. |
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Term
| When is acceptance effective with respect to an offer of a unilateral contract? |
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Definition
| Upon the completion of performance. |
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Term
| The default rule for the effective time for an acceptance by return promise is called what? |
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Definition
| The dispatch rule or the mailbox rule. |
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Term
| Is notice of acceptance necessary to make acceptance by performance effective? |
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Definition
| Generally, no. Under the common law, where there is either an offer of a unilateral contract or it is a case of doubt and the offeree accepts by performing, no notification of acceptance is necessary to make such an acceptance effective unless the offer requires notification. But under the UCC, if notice of acceptance is not given within a reasonable time, the offeror may treat the offer as having lapsed before acceptance. |
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Term
| Is an offeree who starts performing in response to an offer of a unilateral contract required to complete performance? |
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Definition
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Term
| True or false: If an offeror sends an offer by U.S. Mail, but does not specify a required method of acceptance, the law will imply a requirement that the offeree accept by U.S. Mail. |
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Definition
| False. The offeree may accept in any reasonable manner, and need not accept in the same manner the offer was communicated. |
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Term
| What are two classic examples of an offer of a unilateral contract? |
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Definition
| Reward offer and offer of a prize. |
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Term
| If the dispatch rule applies, must the notice of acceptance reach the offeror? |
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Definition
| No. The acceptance is effective upon dispatch, and remains effective even if the notice is lost and never reaches the offeror. |
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Term
| When the dispatch rule applies, is a dispatched acceptance effective upon dispatch if the offeree thereafter sends a rejection that reaches the offeror before the acceptance? |
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Definition
| Yes, the acceptance is still effective upon dispatch. However, the overtaking rejection may amount to an offer to rescind the contract or to a repudiation of it, or it may bar the offeree by estoppel from enforcing it. Law school supplements often state this rule is an exception to the dispatch rule but that is incorrect. |
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Term
| Does the dispatch rule only apply to an acceptance sent by U.S. Mail? |
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Definition
| No. It also applies when the offeree uses a reliable, private messenger service, such as UPS or FedEx, but not when the courier is the offeree's employee (because the manifestation of assent is not put out of the offeree's possession in the latter situation). |
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Term
| If an offeror expressly specifies a limited time to accept the offer (but it is not an option), and does not indicate whether the acceptance must simply be dispatched by that date or must be received by that date, what do courts say about whether the dispatch rule applies or whether the offer impliedly requires that notice of acceptance be received, and be received by the deadline? |
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Definition
| Courts are divided on this question. |
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Term
| Can a document be "received" even if it is not read by the addressee and does not even reach the hands of the addressee? |
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Definition
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Term
| What is the dispatch rule's purpose? |
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Definition
| To protect an offeree who believes a contract has been formed (and who thus might rely on the contract, including preparing to perform or starting to perform), yet who is unaware of whether the offeror has sent a recovation or received the offeree's acceptance. |
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Term
| Does the dispatch rule apply to an acceptance by email? |
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Definition
| Unknown. There is no reported opinion on the issue. |
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Term
| Why is notice of acceptance generally not required with respect to acceptance of an offer of a unilateral contract? |
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Definition
| It is assumed that an offeror who has no interest in a return promise has manifested an intention that notice to the offeror is not necessary to form a contract. |
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Term
| If an offeree accepts an offer of a unilateral contract and has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the offeror's contract duties are discharged unless what? |
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Definition
| (1) The offeree exercises reasonable diligence to notify the offeror of acceptance; (2) the offeror learns of the performance within a reasonable time; or (3) the offer indicates that notification of acceptance is not required. |
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