Contracts Final outline
(I) Offer
Restatement 24 – Offer defined – clear and definite statements to define offer and make it binding (Lucy, lefkowitz (first come first serve ad offer requires performance), Pepsico (Ad for jet not contract reasonable person standard)
Restatement 26 – advertisements as offer must be clear and definite (lonergan (no K must be sufficiently clear and definite to count, advertisement of house for sale not contract offer
(II) Methods of acceptance
Restatement 50 – can accept by promise (complete every action required to complete accept) or performance (by acting you are accepting)
(III) Notification of acceptance
Restatement 54 – performance indicates acceptance; no notification unless requested; (Evertite (K didn’t specify manner of acceptance, so can be either performance or promise, evertite started work and thus performed on contract/acceptance)
Restatement 56 – acceptance by promise; must notify to indicate acceptance by either seasonable notification or reasonable diligence to notify (Hendricks (offer revoked before acceptance was communicated to P.)
Restatement 69 – acceptance by silence in general not valid unless: (1) person uses service when they had opportunity to reject but did not; (2) where prior arrangement stated silence is valid to indicate acceptance; (3) previous dealings indicate that silence that one party should have notified the other of intentions (Ammons (silence can indicate acceptance if previous dealings have indicated reason to understand silence is valid as acceptance)
(IV) Accommodation
UCC 2-206(1)(a) – offer to make contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances
UCC 2-206(1)(b) – prompt promise to ship (accept by promise); by prompt shipment (accept by performance)
– Non conforming goods à if offeree ships non conforming goods and seasonably notifies buyer of shipment is offered as an accommodation, not as acceptance to new terms
o Notification of accommodations is the difference between acceptance in conforming goods and non conforming goods
o Corinthian à Drug company sends nonconforming goods, notified P. of the accommodation, gave power to buyer to cancel.
(V) Revocation
Restatement 36 – revocation of offer (Pattberg (offeror revokes offer as offeree comes to door with money, direct revocation)
Restatement 63 (a) – Mailbox rule, contract is valid upon mailing (leavings offerees possessio): two requirements: (1) acceptance must be made in manner or medium invited by the offer (fast or faster, i.e. if mail it, I can send it back by fax or mail, but not anything that takes longer); (2) it must be out of the offerees possession
– Mailbox rule is default rule that can be contracted around (Adams)
Restatement 42- offer revoked when offeree receives notification from offeror intention not to accept (directly) – Offeror is master of Offer (Pattberg (offeror revokes offer as offeree comes to door
icient to determine acceptance look at :
§ Conduct by both parties which recognizes existence of K
o Terms
§ Knock out rule à conflicting terms are knocked out of K
§ Terms of K include: consistent terms and any defaults are filled in by UCC gap filler rules
o Only go to (3) if:
§ Offer (original offer by offeror)
§ No acceptance, counteroffer, wipes original offer off the table
§ No acceptance of the counter offer by the original offeror
§ But conduct by both parties that recognizes the existence of a K
· A…BMH (D. makes acceptance of sale of yarn conditional upon express consent, P. never assented making the contract invalid)
(VIII) Insufficient Agreement
Restatement 33 – vagueness of contract;
Two prong test to determine K if: (1) intent to be bound; (2) reasonably certain basis for determining remedy à MODERN VIEW
– TRADITIONAL VIEW à if terms too vague, court wont fill in gaps à Varney (fair share of profits terms too vague for court to fill in) dissent Cardazo sets up two prong test
– Modern View :
o MGM (followed two prong test found industry standard to suffice to conclude contract (intent to be bound and reasonably certain basis for determining remedy)
