▼ ❑ A G R E E M E N T w i t h C O N S I D E R A T I O N
▼ ❑ O F F E R
▼ ❑ An offer is an expression by one party of his assent to certain definite terms, provided that the other party involved in the bargaining transaction express his assent to the identical terms. See Restatement 2k § 24.
• ❑ An offer must be clear, definite, and specific, and leave nothing open to negotiate. It must contain (1) Parties; (2) Subject Matter; (3) Quantity; (4) Price; and (5) Time + Place + Manner of Performance.
• ❑ Courts examine Writings, Words, Actions, and Circumstances to ascertain intent to be bound.
▼ ❑ Possible Issues:
• ❑ – Who is the offeror? Who is the offeree?
• ❑ – Is it an offer or an invitation for an offer?
• ❑ – Is the offer for a unilateral or a bilateral contract?
• ❑ – A price quotation is usually an Invitation, but may an Offer if it’s specific enough that the offeree is reasonable in perceiving it as an offer.
• ❑ – An advertisements is usually an Invitation, unless it includes sufficient promissory language. Language such as “while they last” does not indicate an intent to be bound.
• ❑ – Solicitations for bids are usually Invitations, with the responding bids considered Offers.
▼ ❑ Cases:
• ❑Leftowitz v. Great Minn Surplus: News ad for $1 fur stole. Offeror can’t impose new conditions not in the Offer.
• ❑Ford v. Russell: Ford Escort Pony at certain price with certain financing if qualify. Invitation for an Offer; left things open to negotiation. Quantity can’t be implied.
• ❑Southworth v. Oliver: D sent info about selling his land to neighbors. P accepted. Info was Offer; manifestation of previous intent. Multiple Offers doesn’t negate.
▼ ❑ A C C E P T A N C E
• ❑ An Acceptance is a voluntary act of the offeree whereby he exercises the power conferred upon him by the offer, and thereby creates the set of legal relations called a contract (if consideration and mutual assent are also present).
▼ ❑ Restatement 2k § 36. Methods of Termination of the Power of Acceptance
• ❑ Offeree’s power of acceptance may be terminated by: (1) rejection or counter offer by offeree; (2) lapse of time; (3) revocation by offeror; (4) death/incapacity of offeror/offeree; (5) nonoccurrence of condition of acceptance.
▼ ❑ Requirement under Common Law
• ❑ Offeree must communicate definite and unequivocal acceptance of the Offer (Mirror Imag
atement 2k § 53, an offer can be accepted by the rendering of performance only if the offer invites such an acceptance.
• ❑ Under Restatement 2k § 54, where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such notification. If the offeree has reason to know that the offeror has no adequate means of leaning of the performance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless (a) the offeree exercises reasonable diligence to notify the offeror of acceptance; or (2) the offeror learns of the performance within a reasonable time; or (c) the offer indicated that notification of acceptance is not required.
▼ ❑ Bilateral: Acceptance by Promise
• ❑ Under Restatement 2k § 56, it is essential to an acceptance by promise either that the offeree exercise reasonable diligence to notify the offeror of acceptance or that the offeror receive the acceptance seasonably.
