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• Contract


  A promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty
• Offer


  • The manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it
• Acceptance


  The offeree's manifestation of willingness to enter into a contract
• Bilateral contract


  A promise for a promise
• Unilateral contract


  A contract in which one an exchange for a promise a person simply acts
• An offer is accepted once one side has begun benefitting from said contract
• An offer is accepted by simply accepting the offer
• The Mailbox Rule: an offer is accepted once it has been placed in the mail
• Rejections and acceptances in the mail at the same time, the only thing important is that what is received first
• You can't accept an offer after full performance or after offer has lapsed
• Silence as Acceptance


  Silence may be taken as acceptance if offeree manifests intent through action
• Exceptions where silence constitutes acceptance


  • The offeree receives the benefit of the offered services, despite reasonable opportunity to reject those services, as well as reason to know that compensation is expected
  • The offeree exercises dominion over offered property by acting inconsistently with the offeror's ownership of that property
  • There are prior dealings between the parties that make it reasonable for the offeror to expect to be notified of a rejection and, in the absence of a rejection, to conclude that the offeree accepted
  • The offeror and offeree intend for the offeree's silence or nonverbal conduct to constitute an acceptance
• Termination of an offer


  1. An offeree's power of acceptance is terminated when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract

  2. An offeree's power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into the proposed contract, and the offeree acquires reliable information to that effect
• Termination of offers


  • Dickinson v Dodds
• UCC firm contract


  An offeror normally can always revoke an offer, except if the offeree agrees to give consideration to hold the offer open for a certain amount of time
• Unilateral Option Contracts


  A person may not revoke a unilateral contract once the work has been done
• Unilateral Option Contracts


  • Akers v JB Sedberry
• Rejection


  The offeree makes a manifestation of intent not to accept the offer
• Counteroffer


  A counteroffer is a rejection of the original offer, and if you return and accept, that creates a new offer on your behalf
• Counteroffer


  • Livingstone v Evans
• Offers can be revoked before acceptance
• To accept a unilateral offer you need full performance
• Rule 45


  Once you begin a performance, it is your choice to finish and the offer cannot be revoked from under you, but usually as long as the court doesn't think it damages the outcome

  Even if you do not have knowledge of the offer but perform the unilateral offer, your still entitled to it

  Mere preparation doesn't count (it is up to the courts discretion as to what is past mere preparation)
• Inquiry


  An inquiry doesn't constitute a counteroffer
• The Mirror rule


  An acceptance must mirror an offer exactly
• Death of an offeree terminates the offer
• The destruction of the subject matter of the contract terminates the offer
• Goods (under the UCC)


  Any "movable" product which is sold from one party to another, including things such as products, animals, crops, and natural resources. Goods do not cover real property, labor, money or notes.
• Hybrid transaction


  If the sale of goods do not predominate, majority common law contract, you can still apply some UCC rules. If sale of goods predominate, the majority UCC and some common law if it makes sense.
• Any way a contract is reasonably accepted is sufficient to form a UCC sale
• A contract may be formed even if the exchange is undetermined
• A good can be accepted by the UCC in a number of ways: by simply accepting them, by failing to reject them after a reasonable opportunity to inspect them, or by doing anything inconsistent with the seller's ownership
• UCC contract formation


  • ProCD v Zeidenberg
• Firm offers (under the UCC)


  An offer is considered firm if by a merchant to buy or sell goods in a signed record which by its means says the offeror will leave this offer open. It is written, gives assurance that it will be held, and only lapses if there is a mentioned time or a reasonable time is met (usually less than 3 months).
• Shipment of non-conforming goods is considered a new offer under the UCC
• Consideration


  A bargained for exchange, such as money, goods, employment, promise of service, or forbearance. It is not a gift, statement, or moral obligation.
• There is no adequacy of consideration requirement
• Consideration


  A bargained for exchange
• Forms of consideration


  • $
  • Goods
  • Employment
  • Promise of service
  • Forbearance
• A gift, a statement, or a moral obligation is not consideration