Promise or set of promises

for the breach of which the law gives a remedy

Or the performance of which the law in some way recognizes a duty

A manifestation of willingness to enter into a bargain

so made as to justify another person in understanding his assent is invited and will conclude the bargain

The terms of a contract must be reasonably certain

The terms are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy

The fact that one or more terms of a proposed bargain are left open or uncertain may show that a manifestation of intention is not to be understood as an offer or acceptance 

1. Clear

2. Definite

3. Explicit

4. Leaves nothing open for interpretation 

A manifestation of assent by the offeree to the terms thereof made by the offeree in a manner invited or required by the offeror. 

Acceptance by performance - at least part of what the offer requests be performed or tendered and includes acceptance by performance (unilateral)

Acceptance by promise - the offeree completes every act essential to the making of the promise (bilateral)

1. When the EE: 1) takes benefits of services 2) has reasonably opportunity to reject them 3) has reason to know they were offered with the expectation of compensation

2. When the offeror has stated or given reason to know silence or inaction may manifest acceptance

3. Previous dealings, it is reasonably the offeree should notify the offeror if he doesn't intend to accept

1. Rejection / Counteroffer

2. Revocation

3. Lapse of Time

4. Death of Incapacity 

1. EE receives from OR

2. A manifestation of intention not to enter into a proposed bargain

A performance or return promise must be bargained for 

it is bargained for if it is sought by the offer in exchange for his promise and is given by the offeree in exchange for that promise

performance may consist of : 1) Act, 2) Forbearance, 3) Creation, Destruction, or Modification of a legal relation 

Must have legal value

can be as small as a peppercorn

Courts typically do not care about this.

Except in nominal or sham cases

look to content and intent, ask if they intended it to be a dressed up gift

When you gave up something you never had an invalid right to, that is an invalid claim and there is no consideration.

The exception is when the person making it has an HONEST and Reasonable Belief the claim is well rounded

Restatement changes the AND to an OR

No consideration when you are legally obligated to do something

Nudum Paktum

A contract between a creditor and debtor for settlement of a claim by some performance other than what is due

Dissent - by cashing the check, you assent to the new terms

must be done in good faith

Promise made in recognition of a benefit previously received is binding to the extent to prevent injustice.

not binding if:

conferred as a gift or other reasons ; to the extent its value is disproportionate 

Moral Obligation is sufficient consideration to support a subsequent promise to pay when a promisor received the material benefit, although no original duty or liability on the offeror 

If it preserves, cares for, or improves the life or property, then the moral obligation is sufficient consideration

No Consideration when:

If it does not restrict the offeror's future right of action

If it gives the offeror unfettered discretion to perform or not to

If it does not restrict the offeror's autonomy

Courts evaluate good faith and the reasonableness 

1. A promise which

2. promisor should reasonably expect to induce action or forbearance on the part of the offeree

3. Which does induce such action or forbearance

4. is binding only if injustice can be avoided by enforcing the promise

1. Alternatives to Consideration

2. To make an offer irrevocable

3. Something is missing from a K, but the reliance is so strong

1. Option Contract = Down Payment or Consideration

2. Promise for Performance - Begins performance

3. Promissory Estoppel 

1. Offeror takes definite action inconsistent with their intention to enter into a proposed bargain

2. The offeree acquires reliable information to that effect

1. Look to the terms of the contract

2. If terms don't specify, reasonable time 

The offeree's power of acceptance is terminated by his rejection of the offer unless the offeror has manifested a contrary intention 

a manifestation of intention not to accept an offer is a rejection unless the offeree manifests an intention to take it under further advisement

1. Offer made by the offeree to the offeror

2. Relating to the same matter as original offer; and 

3. proposed a substituted bargain different from that of the original offer

Offeree's power of acceptance is terminated by the Counteroffer unless the of error manifests a contrary intention 

Unless the offer provides otherwise, an acceptance made in the manner and medium invited by an offer is operative and completes the manifestation of mutual assent as soon as its out of the offeree's possession without regard to whether it ever reaches the offeror. 

Even though the offer is not explicitly stated it can still be an offer if he uses the terms to make a reasonable person believe it is an offer; look to surrounding circumstances

it doesn't matter what the offeror is thinking but the impression he creates