business law acceptance chapter

In determining if an offeree accepted an offer and created a contract, a court will look For evidence of three factors:

(1) the offeree intended to enter the contract, (2) the offeree accepted on the terms proposed by the offeror, and (3) the offeree communicated his acceptance to the offeror.

stipulated

(mandatory) limited, has to, required is words for mandatory to accept an offer "You must accept by mail."

IMPOSTERS

- doing or agreeing to do something you already have legal duty to do sources: case law, statutes

REAL CONSIDERATION

- doing or agreeing to do something you have no legal prior legal obligation (pre existing duty ) to do - agreeing to forbear from doing something you have a legal right to do - paying a part of liquidated debt before the due date - paying liquidated debt in diff medium of exchange - agreeing to settle unliquidated debt ( according satisfaction)

mailbox rule

-'When acceptance Is effective when mail is sent" -properly addressed and dispatched acceptances can become effective when they are dispatched, even if they are lost and never received by the offeror. -protects the offeree's reasonable belief that a binding contract was created when the acceptance was dispatched.

unliquidated

-Uncertain of amount, terms, Ex:if open a bill and been charged with tv/ don't understand why its on bill For ex: parents pay money for school, they assume you will pay interest. Then reach a compromise.. 2% interest. Then pay the money .. and sue you from market value but cant do that ... *bindin on parties Ex:assume youre at home depot, ordered screen doors, 150 doors for 35 each, notice theyre damaged. They don't want to pay full price cuz of damage. They sent out adjuster. Both adjusters don't agree. Damage isn't that bad. End up reaching compromise to split bill. Its binding both parties on how much is owed on both parties

under ucc/ common law

-consent to obtain good faith for ex; agreement to come clean -economic / bad faith cant be used to extract someones agreement to modify for ex: someone putting gun to head, agreed to put in writing but consent wasnt real cuz they were scared. its forced and take consent back cuz it wasnt real

exceptions of silence acceptance

-pattern conduct between 2 parties where offerees silence has come to mean to acceptance -situations where offeree indicates that his silence would constitute acceptance.

rejection/counteroff

-shipment would be counteroffer where buyer can accept or not accept. -person who sent it, doesn't get in trouble. (angel protecting) or we can look at it as devil penalizing them blc they aren't right goods. Ex: if someone invited u to go see Hamilton, and its 5 months out. A month later, I know we agreed but my boss said I have business trip.lets do different day instead.. It's a counteroffer blc theres time -Written notice with far advance is ok to help you out with a counteroffer -Ucc encourages this more than advance. Its based on timing and notice

battle of form

-where both parties merchants distinguish between whether the acceptance includes terms that are different from or merely additional to terms of the offer or both

list contracts in which certain promises do not need mutual consideration to be enforceable?

1) promissory estoppel 2))Bard by statute limitations- when expired, its enforceable contract. It resets of stat of limits clock for new statutory period •The debitor promised in writing to make on debt, it presses reset button 1 way promise/ freeby promise •Writing is effective to revive debt it on statutory period only in writing.... Or performed it* •Its exception created by statute

exceptions to common law rule requring new layer of mutual consideration in order for mod. to be valid

1) stat overrides 2) unforseable circumstance/exigencies not actually a reasonably foreasable to parties at time of contracting -something occurred with neither parties should've forseen, then no new consider, only consent 1 way For ex: something wrong with rock / assume not part of jills job,both are surprised and cost 5000,both didn't know & wasn't part of her duties. If he says yes then turns around. But theres an exception.. Orginal contract is valid Anything relating to economy are not part of cirumstances. Exceptions does not include: stock market, recession, price of nails went

two variations of battle form

1)offeror offer Limit acceptance" my way or else" take it or leave it , no permission to alter it (smart way) 2)offerees response says accept offer "AND this" If not terms in offer, not in offer then (dumb thing) "i accept but.. not acceptance" no express contract a contract if any between parties consist: 1) conduct of parties plus 2)terms on which parties form agree plus 3)ucc gap fillers

authorized

;optional ( you may respond by mail) authorized by words, expressly: I suggest, you don't have to ,

Paying a liquidated debt in a diff medim of exchange than originally agreed to

Repayment of money but offer to pay them with something else, both gave new consideration, the orginal doesn't exist cuz its changed.

a clause allowing party to cancel without any notice & for any reason is illusory t/F

T

a promise to refrain from committing a crime is not a valid consideration

T

generally, a promise to pay builder more for a house than orginally agreed will be unenforceable unless builder gives homeowner new consideration too. T/F

T

if promisees act or promise satifies the legal value test, the courts generally do not ask wheter or not that act was worth the promisor gave in return for it. t/f

T

one form of consideration is where a party forbears from doing something she had legal right to do. T/F

T

unilateral

To accept an offer to enter such a contract, the offeree must perform the requested act.

A contract will become binding at the moment the parties agree on all material terms of their deal. even if intent to write down those terms later to be prudent but never do so. t/f

True

absent duty to affirmatively reject the offer, an offeree silence is not an acceptance. T/f

True

offerees who accept an offeors performance knowing what the offeror expects in return have implied accepted the offerors terms. T.\F

True

Do courts generally look at adequency of consideration?

as long the promisees act or promise satisfies legal value test, the courts generally wont look at adequency of consideration --If have 2 way flow, they don't look at it b/c you can look at free or bad bargain , as long its real. Its not their business if its equal. Its up to you.

under common law consideration is needed for ______ and ucc is

both parties -one way street

under common law consideration

both parties need consideration bring something new to contract not original exceptions: stat overrides like CA if its written or oral contract, dont need consideration - unforseeable circumstances /exigencies not actually or reasonably foreseeable to the parties at the time of contracting.

Implied / express/ and any modern means are used

by method anytime unless stipulated by offeror. he has ability to change default time

any contracts in which promises do not need consideration to be enforceable

code firm offers and contract modification rules of promissory estoppel

consideration

consideration is legal value, bargained for and given in exchange for an act or a promise

Where legal duties come from =

contracts, case law, and statutues

mail box rule is based on

default rule

prexisting duty (consid imposters)

doing or agreeing to do something you already have legal duty to do sources of legal duty- statutes,case law Ex: gives someone money to hold weekly office hours, and she does and you don't honor agreement. It was obligation to hold 6 hours of office hours anyways Ex; promise to give employee breask but its obligation to do that already Ex: someone robbed bank, do police get reward finding guy? No its preexisting duty.. its part of your job.

common law mailbox

effective upon dispatch when the offeree used a manner of communication that was expressly or impliedly authorized (invited) by the offeror. Any manner of communication suggested by the offeror

past consideration is sufficient to support a present promise t/f

f

a grumbling acceptance operates as a rejection rather than a acceptance. t/f

false its still acceptance

an act or promise must have monetary value to constitute consideration to support a return promise T/F

false legal value

silence accpetance

general rule is that an offeree's silence, without more, is not an acceptance So, even if Arnold made an offer to sell corn to Porter and said, "If I don't hear from you in three days, I'll assume you're buying the corn," Porter's silence would still not amount to acceptance.

default rule

is when mail is sent applied unless offeror changes it

what happens when an offferor stipulates a certain method of acceptance and the offeree accepts by diff method instead?

it doesnt get accepted/ doesnt create contract cuz its stipulated.

under ucc mailbox rule

like the Restatement (Second), provides that an offer that does not specify a particular means of acceptance is considered to invite acceptance by any reasonable means of communication. It also provides that a properly dispatched acceptance sent by a reasonable means of communication within a reasonable time is effective on dispatch.

kinds of contracts need mutual binding?

modification in employment contract and contract to have house built

under ucc consideration

no consideration needed. modifications are enforceable

is offeree silence generally* considered acceptance?

no.

reasonable means rules is

offeree may accept with reasonable time by reasonable means of communication.. implied. express and modern

how can offeror change/ application of mailbox rule?

offeror as master of offer can specify language of offer that acceptance will only be effective upon receipt.

expressly authorized:

oral /written person said you can call me"

implied authorized:

person used email to make offer) based on conduct/action Ex: landlord has lease, renew for new term, it says in lease, any renewal shall be in writing but intendent faxed it but landlord didn't accept. But intendent interpreted it wrong.. "shall be in writing and can be sent by certified mail or messenger like fed ex"

mirror image rule

rule that requires that the terms of the offeree's acceptance match exactly to the terms of the offeror's offer for a valid contract to be formed

noncorming goods acceptance/breach

sellers who ship wrong goods on due date ex:ex:If you ask for shipment of milk, then got orange BREACH :Ex: if night of a play, the text said I cant make it, how about it this alternative? (not a good scenario b/c its betrayel of trust. Expect A but got B outcome If ordered red roses, crate arrives but yellow roses came. If they say "we know we ran out of red so we replace it with red"... they screwed you over by sending goods last min to cover (BREACH OF CONTRACT)

an acceptance by any means other than the one stipulated does not create a contract t/f

t

most acceptances are effective upon dispatch even if offeror never recieves them t/f

t

the only person w/ legal power to accept an offer /create contract is the original offeree or the person offerees authorized agent t/f

t

to become binding, ucc / common law

ucc doesnt need new consideration while common law needs both considerations

liquidated

what is certain what is due /how much is due -debt that's due In certain/ established debt Ex; take out a loan but then don't want to pay them Ex: take macey card out and bill arrived and didn't open it- due in certain

No statute of limit on

• - alimony- when person is agree to pay certain amount of money months to ex One who makes more money pays other person. - Child support - Student loan - Firm offers - Modification of ucc- 1 way flow no b/c different rule as long of parties agrees. They don't have to do exchange -charitable prescription- promise of donations you didn't honor. - Ex; promise to pay art then changed mind after

an unliquidated debt us both due and certain in that there is no dispute about the existence or the amount of the debt. T/F

F

under ucc, modification of a contract for sale of goods require new consideration to be enforceable T/F

F

in order to make legally valid acceptance, the offeree must always use the same means of communication as the offeror used T/F

False

13) consideration packet

If a debtor does nothing more than pay less than an amount he clearly owes, how could this be consideration for a creditor's promise to take less? Such a debtor has actually done less than he had a preexisting legal duty to do—namely, to pay the full amount of the debt. For this reason, the creditor's promise to discharge a liquidated debt for part payment of the debt at or after its due date is unenforceable for lack of consideration. ex:For example, Connor borrows $10,000 from Friendly Finance Company, payable in one year. On the day payment is due, Connor sends Friendly a check for $9,000 marked: "Payment in full for all claims Friendly Finance has against me." Friendly cashes Connor's check, thus impliedly promising to accept it as full payment by cashing it, and later sues Connor for $1,000. Friendly is entitled to the $1,000 because Connor has given no consideration to support Friendly's implied promise to accept $9,000 as full payment

illusory promises are consideration imposters. they dont count./not real examples:

Manager emails employees, "Thank you for all your hard work last quarter. If profits remain high, we will be giving each of you a 10% bonus at the end of the year, assuming the CFO signs off on it." A bonus is not given at the end of the year and employees sue. Agreement fails for lack of consideration because employer's promise was illusory. The CFO may or may not sign off on it as he or she has not committed to do so - therefore the bonus promise is illusory. A hires B for 1 year at $4,000 per month, reserving the right to cancel the contract at any time. The one year contract is illusory because A reserved the unrestricted right to cancel during that time. For ex: right to cancel at end of contract.. now want to enforce contract.. but want to enforce pages 30-40 .. it says right to cancel cuz they weren't in the contract in begin with/ Cant enforce something that doesn't exist..

14) considerato npacket

No b/c the promise of debt was return of consideration. Forbearance to Sue An agreement by a promisee to refrain, or forbear, from pursuing a legal claim against a promisor can be valid consideration to support a return promise—usually to pay a sum of money—by a promisor. The promisee has agreed not to fi le suit, something that she has a legal right to do, in exchange for the promisor's promise.

past consideration

Past consideration is an act or other benefi t given in the past that was not given in exchange for the promise in question. Because the past act was not given in exchange for the present promise, it cannot be consideration.

under ucc mailbox rule..

What if an offeree attempts to accept the offer by some means that is unreasonable under the circumstances or if the acceptance is not properly addressed or dispatched (e.g., misaddressed or accompanied by insufficient postage)? The UCC rejects the traditional rule that such acceptances cannot be effective until received. It provides that an acceptance sent by an unreasonable means would be effective on dispatch if it is received within the time that an acceptance by a reasonable means would normally have arrived.

bilateral

accept an offer to enter such an offeree must make the promise requested by the offer.

forbearance -

agreeing not to do something you ave legal right to do form of consideration ex::keeping your mouth shut Injured on Disneyland, they offer u lots of money to be quiet ex: pay to deny i have relationship Ex:sue boss with agreement saying boss will not owe u if exchange to drop lawsuits against employer. They have legal right to pursue lawsuit. He agree not to sue someone Ex: parents hate who u r dating, we will pay for rest of college in exchange for u breaking up with someone. If you agree , its binding. Ex: make living selling drugs, grandma feels bad, she will pay 20,000 if u stop. She has legal right to give money and he doesn't have right to sell drugs, she has to have consideration, that forebeance doesn't count cuz he doesn't have to do it.

nonmaterial

alterations become part of parties express contract unless objected to within a reasonable time after receipt. ex: clause fixing reasonable time for complaints w/n customary limits clause provide interest overdue invoices w/in range of trade / binding arb.

material

alterations contained in offerees response to drop out automatically unless expressly agreed to by the offeror, ex:indeminfication provisions a choice of law/venue different from proposed by offeror, clause negating standard warranties