chapter 12

offery

is the person whom accept the offer or to whom its made

offer

A promise or commitment to do or refrain from doing a specific action in the future.

online acceptances

restatement or "second" of contracts , its a compilation of common law contract principles and it states that parties may agree by written or spoken words or by other action or by failure to act. or click on agreement i accept or i agree indicated acceptance.

two ways to revoke a contract

1: is to say i withdraw and you can send it in writing, by fed ex, certified mail, 2: to perform an act in consistent with the offer

three elemets for an offer to be effective

1: the offeror must have a serious intention to be bound by the offer 2: the terms of the offer must be reasonably certain or defiant , so that the partys and the court can determine the terms of the contract. 3: the offer must be communicated to the offery once the effective offer has been accepted it creates a legally binding contract

Authorized means of acceptance

A means of communicating acceptance can be expressly authorized by the offeror or impliedly authorized by the facts and circumstance of the situation. An acceptance sent by means not expressly or impliedly authorized normally is not effective until it is received by the offeror. When an offeror specifies how acceptance should be made ( by overnight delivery) express authorization is said to exist. The contract is not formed unless the offeree uses that specified mode of acceptance. Moreover, both offeror and offeree are bound in contract

The mailboxrule

Acceptance takes effect, thus completing formation of the contract, at the time the offeree sends or delivers the communication Via the mode expressly or impliedly authorized by the offeror. This is called deposited acceptance rule , which the majority of courts follow. under this rule , if the authorized mode of communication is the mail, then an acceptance becomes valid when it is dispatched " placed in control of the us postal services " not when it is received by the offeror. ( note however , that if the offer stipluates when acceptance will be effective , then the offer will not be effective until the time specified.) the mailbox rule doesn't apply to instantaneous forms of communication , such as when the parties are dealing face to face, by telephone, by fax, and (usually) by e-mail. Under the uniform electronic transaction act , email is considered sent when it either leaves the control of the sender or is received by the recipient, This rule takes the place of the mailbox rule when the parties have agreed to conduct transactions electronically and allows an e-mail acceptance to become effective when sent.

silence consideration

An offeree should not be obligated to act affirmatively to reject an offer when no consideration ( nothing of value) has passes to the offeree to impose such a duty. in some instances, however, the offeree does have a duty to speak , and her or his silence or inaction will operate as an acceptance. silence can constitute an acceptance when the offeree has had prior dealings with the offeror.

An Acceptance

Cannot impose new conditions or change the terms of the original offer. if it does, the acceptance may be considered a counteroffer, which is a rejection of the original offer. For instance, the statement " I accept the offer but only if i can pay on ninety day's credit " is counteroffer and not an unequivocal acceptance. an additional term are construed as a counteroffer, the other party can accept the terms by words or by conduct.

Mode and Timelessness of Acceptance

In bilateral contracts, acceptance must be timely. The general rule is that acceptance in a bilateral contract is timely if it is made before the offeree is terminated. problems arise, though, when the parties involved are not dealing face to face. in such situations, the offeree should use an authorized mode of communication.

Acceptance

Is a voluntary act by the offeree that shows assent (ageerment) to the term of an offer. The offeree's act may consist of words or conduct. The acceptance must be unequivocal and must be communicated to the offeror. Generally , only the person to whom the offer us made or that person's agent can accept the offer and create a binding contract.

Unequivocal Acceptance

To exercise the power of acceptance effectively, the offeree must accept unequivocally. this is the "mirror image rule" previously discussed. An acceptance may be unequivocal even though the offeree expresses dissatisfaction with the contract. Example: " I accept the offer, but you can give me a better price?" or " I accept , but please send a written contract. is an effective acceptance.

choice of law clause

a clause in some online contracts , specifying that any contract dispute will be settled according to law of a particular jurisdiction such as a state or a country.

e-sign act

does not apply to all documents , documents that are ement include court papers , divorces decures , evacuations for closure, health insurance termination. preuptill agreements and wills

situations lacking intent

expressions of opinion, this is not an offer it does not indicate an intention to enter into a binding agreement. 2: statements of future intent , an intention to do something in the future is not an offer, 3:preliminary negations, an invention to negation is not an offer , it is only a willingness to discuss the possibility. 4: inventions to bid , the invention to submit a bid for a job is not an offer 5: advertisement and priceless: representations made in advertisement are not offers to contract but are inventions to negotiate 6: live and online actions: it is not an offer ,

E-signature

in acted by congress in 2000 under the e - sign act and are defined as an electronic symbol or sound or process attached to or associated with a recorded and excutied or adopted by a person with the intent to sign a record . under the e - sign law is as valid as a signature on paper, must have to agree to use electronic signauters

Mutual assent

means ageerment

Agreement in E-contracts

numerous contracts are formed online. Electronic contracts , or e-contracts , must meet the same basic requirements ( agreements, consideration, contractual capacity, and legality ) as paper contracts. Disputes concerning e-contracts, however, tend to center on contract terms and whether the parties voluntarily agreed to those terms. online contracts may be formed not only for the sale of good s and services but also for licensing. The "sale" of software generally involves a license, or right to use the software , rather than the passage title ( ownership rights) from the seller to the buyer. also know as a licensor and a license

Agreements have two events

offer and acceptance .

online offers

sellers doing business via the internet can protect themselves against contract disputes and legal liability by creating offers that clearly spell out the terms that will govern their transactions if the offers are accepted.

silence acceptance

silence cannot constitute acceptance, even if the offeror states, "by your silence and inaction, you will be deemed to have accepted this offer." An offeree should not be obligated to act affirmatively to reject an offeree to impose such a duty.

substitute Method Acceptance

sometimes, the offeror authorized a particular method of acceptance, but the offeree accepts by a different means. in that situation , the acceptance may still be effective if the substituted method serves the same purpose as the authorized means. Acceptance by a substitute method is not effective on dispatch, however. No contract will be formed until acceptance is received by the offeror.

intention

the first requirement for an effective offer is serious intent its determined by what a reasonable person in the offery position would concluded that offers words and actions meant.

operation of law

the offery can transform the offer 1: lapse of time 2: distrcution of a specif subject matter of the offer 3: death or incomptence of the offeror or the offery 4: a statute or court decision that makes the offer illegal

offeror

the person who makes the offer

defention of terms

the second requirement for an effective offer requires it for its terms. contract must include the following 1: the identification of the parties 2: the identification of the object or subject matter of the contract including the work to be performed specific identification of goods services and land. 3: the consideration to pay for the time of payment delivery or performance

shrink wrap agreement

the terms are expressed inside the box in which the goods are packaged . generally the party who opens the box is agree to keeping whatever is in the box.

termination of the offer

three ways 1: revocation - means to withdrawal or revoke 2:rejection- that means you reject the offer 3: counter offer - you make a new offer

browse wrap terms

unlike click on agreements the do not require internet users , to click i agree proper to downloading. browse wrap terms also unenforacable because they do not satisfy the agreement.

communication of acceptance

whether the offeror must be notified of the acceptance depends on the nature of the contract. in unilateral contract, the full performance of some act is called for. Acceptance is usually evident , and notification is therefore necessary( unless the law requires it or the law ask for it ). In Bilateral contract , in contrast, communication of acceptance is necessary, because the acceptance is in the form of a promise. The bilateral contract is formed when the promise is made rather than when the act is performed.