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Introduction to ContractsThe Agreement: Offer
The Agreement: AcceptanceConsideration
Reality of Consent
© 2010 The McGraw-Hill Companies, Inc. All rights reserved.
Capacity to ContractIllegality
WritingRights of Third Parties
Performance and Remedies
© 2010 The McGraw-Hill Companies, Inc. All rights reserved.
Make your bargain before beginning to plow.
Arab proverb
The Agreement: Acceptance
© 2010 The McGraw-Hill Companies, Inc. All rights reserved.
Learning Objectives
Basics of Acceptance Intent Communication
Special Problems
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Acceptance must be by clear expression by offeree of intent to be bound by terms of offer and communicated to offeror Only offeree may accept offer If offer calls for performance, then
performance is acceptance Offeror may specify manner of acceptance
Example: “notify of acceptance in writing”
Requirements for Acceptance
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Traditional contract law rule required acceptance to be the mirror image of the offer Example: Finnin v. Bob Lindsay, Inc.
Currently, judges hold that only material variances between an offer and an alleged acceptance result in an implied rejection of the offer
Mirror Image Rule
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UCC 2–207 allows contract formation even when there is some variance between terms of offer and terms of the acceptance A definite and timely expression of
acceptance creates a contract, even if it includes terms different from those stated in offer or if it states additional terms offer did not address [2–207(1)]
Example: Standard Bent Glass Corporation v. Glassrobots Oy
The UCC & Variance of Terms
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With instantaneous forms of communication, knowing when acceptance occurs is easy Complicated by non-instantanesous forms
such as mail Mailbox rule makes acceptance effective
upon dispatch when the offeree used a manner of communication expressly or impliedly authorized (invited) by the offeror Example: Okosa v. Hall
Communicating Acceptance
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Courts today allow communication by any reasonable means of communication
Communicating Acceptance
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General rule is that an offeree’s silence, without more, is not an acceptance
Circumstances may impose duty on offeree to reject offer affirmatively or be bound
Includes cases in which offeree’s silence objectively indicates an intent to accept Example: McGurn v. Bell Microproducts, Inc.
Silence as Acceptance
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OFFER + ACCEPTANCE AGREEMENT
Effect of Acceptance
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