Term
| Non-Offer: Expressions of opinion |
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Definition
1. A statement as to general quality or an opinion
2. "Your sons hand will probably heal in 3-4 days." |
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Term
| Non-Offer: Statements of Intention |
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Definition
1. A statement of what one may do in the future
2. I may; I'm going to; I'm considering, etc. |
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Term
| Non-Offer: Preliminary Negotiations |
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Definition
1. Inquiries or general discussions of potential contract terms
2. "Would you consider $750 for the car?" |
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Term
| Non-Offer: Certain Advertisements and Auctions |
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Definition
1. Ads are not offers unless they are: very specific, eliminating multiple acceptances
2. Auctions are not offers unless they are advertised without reserve |
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Term
| Requirements of Valid Offer: Intention |
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Definition
1. A serious and objective intention by the offeror to be bound
2. Offers made in obvious anger, jest, or excitement are not binding
3. Example: Sell my car to a bum for $25 |
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Term
| Requirements of Valid Offer: Definiteness |
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Definition
1. Terms definite enough to: ascertain the terms of the contract
2. Including: names, description of goods or services, quantity, price, important delivery terms |
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Term
| Requirements of Valid Offer: Communication |
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Definition
1. Offer must be communicated to the offeree
2. a) Communication by the offeror
b) Receipt by the offeree (they heard it) |
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Term
| When do offers terminate? |
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Definition
1. An offer may terminate by revocation of offeror up to acceptance
2. An offer may terminate by lapse of time (Stated and reasonable)
2. Exceptions: option contracts; a merchant's firm offer |
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Term
| What is the difference between stated and reasonable time? |
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Definition
1. Stated: This offer is open for three days
2. Reasonable time: If not stated, the offeree has a reasonable time to accept, which varies with the situation, particularly in a sale of commodities whose value may decline rapidly |
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Term
| An offer may terminate by rejection or counter offer |
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Definition
1. Any manifestation of rejection, or a counteroffer terminates the offer
2. Mirror image rule: an acceptance which contains new or varying terms is considered a rejection and counteroffer |
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Term
| An offer may terminate by Operation of Law |
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Definition
1. Death or incompetence of either party
2. Intervening illegality
3. Destruction of the subject matter of the contract |
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Term
| Requirements for Valid Acceptance |
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Definition
1. Acceptance by whom
2. Terms of acceptance -> three requirements
- must be unconditional, unequivocal, and same terms
3. Must be communicated |
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Term
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Definition
1. Silence is not acceptance absent prior judgment
2. Timely Acceptance: must accept before offer terminated by any means. Acceptance is effective when correctly mailed (mailbox rule)
3. Acceptance must be sent by reasonable means for the mailbox rule to apply |
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Term
| Acceptance and Unilateral Contracts |
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Definition
1. Acceptance is not verbal
2. Acceptance is by performance
- partial performance typically makes the offer irrevocable for a reasonable time to complete performance
3. Awareness |
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Term
| Introduction to Uniform Commercial Code |
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Definition
1. A sale: passage of title from seller to buyer for a price (not lease or gift)
2. Definition of Goods
- Things tangible and movable
3. Merchant
- A dealer in goods of the type contracted for
- A person who holds himself out as having special knowledge as to goods of the type contracted for
- A person who employs a merchant as an agent |
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Term
| Variations in U.C.C.: Standards of dealing |
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Definition
1. Good faith implied in every contract
2. Higher standards for merchants (reasonable) |
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Term
| Variations in U.C.C.: Offer |
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Definition
Offer may have open terms including price; UCC fills in the blanks
1. Price: reasonable
2. Payment terms: on delivery
3. Delivery: seller's price of business
4. Shipment time: reasonable |
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Term
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Definition
| If a MERCHANT in a SIGNED writing promises an offer will be kept OPEN, the merchant is bound to hold the offer open for stated time or reasonable time, not greater than THREE MONTHS |
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Term
| When you have a contract for UCC |
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Definition
1. Identity of parties
2. Quantity and description of goods
3. Intent to make a contract |
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Term
| Qualifies the Mirror Image Rule (UCC) |
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Definition
1. An acceptance is valid despite new terms
2. Additional terms considered proposals for new addition to contract
3. Exception: Acceptance made conditional or new terms is a rejection and counteroffer |
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Term
| UCC Acceptance - Between Merchants |
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Definition
New terms in an acceptance sometimes become part of contract if:
1. The change is not material (important)
2. No objection to the change is made by the offeror within 10 days |
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