Chapter 10 and 11

Definiteness

A proposal that fails to state specifically what the offeror is willing to do and what he asks in return for his performance lacks specificity and is unlikely to be considered an offer.

RESTATEMENT

Collections of legal rules produced by the Amer- ican Law Institute, covering certain subject matter areas. Although Restatements are often persuasive to courts, they are not legally binding unless adopted by the highest court of a particular state.

Agrrement

manifestation of assent to the terms of the offer in the manner required by offer."

Termination of Offer

1. Lapse of Time • Time Stated in Offer (PC #4) • No Time Stated = RX Time 2. Revocation • Generally, offers are revocable at any time prior to acceptance (even if offeree promises to hold offer open) • Revocations only effective when they are received by offeree

Termination of offer

3. Rejection • Express • Implied (counteroffer) - Rejection only effective when received by offeror 4. Death or Insanity of Either Party 5. Destruction of Subject Matter 6. Intervening Illegality

UCC

A firm offer for the sale of goods needs to be made by an offeror who is a merchant, be contained in a signed writing, and give assurance that the offer will be kept open.

ADVERTISEMENTS

Generally, advertisements are not offers, but merely invitations to deal. Examples: signs, flyers, handbills, catalogs, price quotes, "for sale" ads in newspaper. Exception: Highly specific ad = (1) particular quantity of goods offered at advertised price; and (2) specific steps needed for offeree to accept.

Firm offer

In order to qualify as a firm offer, it must be (a) made by an offeror who is a merchant (b) be contained in a signed writing (c) give assurance that the offer will be kept open.

Exception to Revocation

Option K: (1) offeror promises to keep offer open for stated time (2) in exchange for some valuable consideration - Offer for unilateral K: Once offeree begins performance, offeror cannot revoke for time RX necessary for offeror to complete - Firm offer for sale of goods (UCC 2-205): (1) Offer by merchant; (2) contained in signed writing; and (3) giving assurances that offer will be kept open (PC#10) • no consideration needed • Cannot exceed 3 months - Promissory estoppel circumstances

RESTATEMENT

Terms must be "reasonably certain."

When can the offeror effectively revoke his/her offer?

The general common law rule on revocations is that offerors may revoke their offers at any time prior to acceptance.

Revocation

The general rule of revocation is that it is effective only when it is actually received by the offeree.

Requirements of offer

To establish a offer, offeree must prove: (1) offeror's objective present intent to enter into a K; (2) sufficient definiteness of offer's terms; and (3) communication of offer to offeree.

Intent

Would TARP believe the offeror intended to K? LOOK AT WORDS, ACTS, AND CIRCUMSTANCES WORDS-Offer v. Preliminary negotiations - "I will sell my iPhone 6 to you for $200" vs. "I am thinking about selling my iPhone 6 for $200" Surrounding circumstances: • "Suuuuure, I want to offer you this new gold iPhone 6- Plus for $50" sarcastically to a friend vs. a retail store at going out of business sale. • "You want to buy my BMW for $1?!" (after your car breaks down) • Bar patron screams out, "I'll give you $1 million if you tell me the name of this song!"