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 –