written or oral, Some contracts required in writing b/c of Statute of Frauds.
Uniform Commercial Code = UCC
When UCC is silent on an issue, common law controls.
Article 2 of the UCC deals with the sales of goods. Every state follows it (except Lousiana)
Offer and Acceptance
-Objective standard, reasonable person
-When the evidence is ambiguous, if the contract was in a business setting, it is presumed to be legally enforceable. Domestic setting, not.
-Intent to put into writing later: court looks at original intent of parties. If evidence is ambiguous, court assumes contract went into effect as soon as mutual assent was reached. But for big deals, only when in writing.
-Offer = the manifestation of willingness to enter into a bargain; creates the power of acceptance.
-Acceptance = the manifestation of the assent to the terms of the offer.
-Bilateral contract = contract where both parties make promises to each other.
-Unilateral contract = contract where the offerer makes a promise for the oferee’s act.
-Offer’s made in jest are invalid.
-Preliminary negations: If a party who desires to contract solicits bids, the solicitation is not an offer, just an opening for negotiations.
-Advertisements: are not offers to sell. Too vague, lacks details of an offer. But, if ad contains specific words of commitment, esp. a promise to sell a particular number of units, then it is an offer.
-Auctions: Not an offer, merely solicitations for bids, unless auction says without reserve
– May only be accepted by person whom the offerer intended to have the power of acceptance.
-Offeree must know of offer at time of acceptance.
-Method of acceptance: offerer is master of his offer and may decide which is the allowable method of acceptance.
-If no method is prescribed,
to understand that silence will constitute acceptance, and the offeree subjectively intends to be bound.
2. Benefit of services: An offeree who silently receives services will be held to have accepted a contract for them if he had reasonable opportunity to reject them, and knew or should have known that the provider expected compensation.
3. Prior conduct: If the prior course of dealing makes it reasonable for the offeree’s silence to be construed as consent.
ex: for a long time, Seller responds to purchase order from buyer by shipping the goods. If Seller now remains silent in face of order by buyer, it is construed as acceptance.
4. Acceptance by dominion: Where the offeree receives and then keeps some goods, this exercise of dominion is likely acceptance.