Contracts Outline
1. Offer and Acceptance
“first come, first serve”
9. Consideration
Bargained for, detriment, pension, exchange
18. Fraud
Misrepresentations, affirmative statement, reliance,
2. Notification of Acceptance
Revocation prior to comm.
Promise or Performance
10. Waiver of Claims
restriction of freedom, legal right, detriment, forebearance,
valid claim
19. Nondisclosure
concealment, half truths, failure to correct past statements
3. Method of Acceptance
Silence, Partial Shipment, Accommodation
12. Pre-Existing Duty
Legally obligated to do, hold-up, modified promise
20 Unconscionability
Oppression and Surprise, take it or leave it, oppressive terms, one sided, lack of real choice
4. Varying Acceptance
Conditional Acceptance, Gap Fillers, Counter Offer,
Expressly Conditional, Mirror Image Rule
13. Illusory Promise or Implied Promise- One side has total discretion, no commitment to do anything
Exclusive
21. Illegality
against a statute, or against public policy
5. Battle of the Forms
Expressly made conditional, additional terms
14. Moral Obligation
K’s that bind without consideration, Implied in fact, implied in law, to avoid unjust enrichment, quasi contract
22. Public Policy
Non compete clause, limiting liability, claims based on negligence
6. Revocation Before Acceptance
The Race and mailbox rule
15. Promissory Estoppel
expect reliance, binding to avoid injustice, induce action
23. Statute of Frauds
Types of K that require writing, one year, orally enforceable, land
7. Insufficient Agreement
Indefiniteness, reasonable price, intent to be bound, established custom, gap filler
16.Options, Bids
Construction, bid not revocable, forseeable, prom. Estoppel, relied
8. Intent to Memorialize
letter of intent, subject to, K to negotiate
17 Mistake
Rescission, as is, buyer beware, arms length bargain
I. Offer and Acceptance
Offer § 24
An offer is 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.
Example: A says to B, this book is yours if you give me $5. This offer empowers B, by making the requested promise, to make him the owner of the book and thus complete A’s performance. Also an implied warranty of title made by A.
Lonergan v. Scolnick –neither the advertisement nor the by D. contained a definite offer, they indicated that D would sell to the first buyer who made an offer meeting the stated price
No K because there was no actual offer
Rule: when an offer is not made a contract cannot be binding/legal- a response of yes from the offeror makes a contract
Look for words like- “first come, first serve, or “100 coats will go on sell”
Forms are not offers
Example
Would lay people say seller was “offering”
Did the seller make a contract law, offer?
Rule
Shows they willing to sell
Offer: “yes” makes a binding deal
Seller
Yes- he wanted to sell his land
No
Hypo: Bobo- says I will sell you this used case book for $50
Yes
Yes
Hypo-on an advertisement, I will sell you a used case book for $50
Yes
No, form not offer because offeree does not know or think “yes” makes a contract
No- yes will not conclude. No particular person has reason to believe th
K when the offere revokes the offer after the offeree accepts but before the acceptance is communicated to the offeror
Δ withdrew his offer to buy property before the Π (out of state sellers), were able to communicate their acceptance to Δ.
Rule: when an offer calls for a promise on the part of the offeree, notice of acceptance is essential and there is no contract until acceptance of the offer is communicated to the offeror.
§ 56
D notified the Smiths’ agent of his revocation before D was notified of the Smiths’ acceptance. Such notice to an agent, within the scope of the agent’s authority, is binding on the principal
WHAT
K?
WHY?
3/2 buyer signs and makes offer
No
No acceptance yet
3/4 seller signs and communicates to sellers agent
Not yet
Uncommunicated Acceptance
Buyer contacted real estate agent and withdrew offer
No
Offer revoked before acceptance was effective(before he was notified)
Hypo 3/4 Seller had communicated the acceptance to the buyer
Yes
notification has been made; acceptance effective before offer revoked
If buyer sign K on 3/2 and seller signs K on 3/4, is it a K
Maybe
We do not know if buyer revoked offer.
Courts Rationale: “When an offer calls for a promise, as distinguished from an act, on the part of the offeree, notice of acceptance is always essential.
