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Contracts
University of Florida School of Law
Harrison, Jeffrey L.

CONTRACTS
 
I.                   Types of Contracts
A.                Express – Formed by language, oral or written
B.                 Implied – manifestations of assent other than oral or written (by conduct)
C.                 Quasi – not contracts anymore at all – to avoid unjust enrichment
 
II.                Types of Acceptance
A.                Traditional Bilateral/Unilateral Contracts
1.                  Bilateral Contracts – Exchange of mutual promises – each party has a right & a duty
2.                  Unilateral Contracts – Acceptance by performance (completion of the act forms the k) – one party has only a right and the other party has only a duty
B.                 Modern view – Bilateral k
1.                  Acceptance by Promise or Start of Performance – notification within a reasonable time
2.                  Unilateral k – two situations
i.        unambiguous – completion of the performance is the only manner of acceptance
ii.      offer to the public – reward cases – only performance manifests acceptance
 
III.             Mutual Assent – Offer and Acceptance
A.                Objective Theory – Meeting of the minds – objective measure used by courts – each party is bound to the apparent intention he manifested to the other (Lucy v. Zehmer)
1.                  Objective – outward actions reasonably interpreted
2.                  Subjective understanding of the formation of a k based on the objective standards
3.                  If acting reasonably, which party could best have prevented the “accident” – that party is N and S/L for k
B.                 OFFER – reasonable expectation created in the offorree that the offeror is willing to enter into a k on the basis of the offered terms – manifestation of the willingness to enter into a bargain – understood by a reasonable person (Pepsico Harrier Jet case) – not preliminary negotiations
·         Expression of a promise, undertaking or commitment to enter into a k?
·         Certainty and definiteness in the essential terms?
·         Communication of the above to the offeree?
1.                  Promise, intent or commitment – there must be an intent to enter a k for the communication to be an offer – the courts considers:
i.        Language – “I would consider selling for” is not an offer, but an invitation for negotiation – most communications media is considered the solicitation of an offer, most ads are considered initiations for offers
ii.      Surrounding circumstances – where the statement/offer is subjectively intended to be in jest but is reasonably understood to have been made seriously, it is an offer because it is interpreted objectively (according to the RPS) – Lucy v. Zehmer
iii.    Prior relationship of the parties – whether remarks constitute an offer rather than negotiations can be determined by prior relationships and the practices of the parties involved.
iv.    Method of Communication:
                                                                                                                                    a)      Broad – the broader the media (publications) the more likely a solicitation of an offer – all people can’t accept it – exception is Award Offers
                                                                                                                                    b)      Advertisements – price quotations – usually invitations for offers – unless language contains certain and definitive terms or a promise and where th

                                            a)      Direct Communication – revoked when received
                                                                                                                                    b)      Publication – offers made by publication must be terminated by publication or through comparable means – revoked when published
                                                                                                                                    c)      Indirect communication – the offeree must receive (know) – correct information from a reliable source of acts of the offeror that would indicate to a reasonable person that the offeror no longer wishes to make the offer.
                                                                                                                                   d)      Death of either party
                                                                                                                                    e)      Lapse of time
                                                                                                                                     f)      LIMITATIONS on Offerors power to revoke –
1.      Offer not supported by consideration or detrimental reliance can be revoked at any time even if the offeror has promised not to revoke for a certain time
2.      Exceptions –