Introduction to ContractsThe Agreement: Offer

The Agreement: AcceptanceConsideration

Reality of Consent

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Capacity to ContractIllegality

WritingRights of Third Parties

Performance and Remedies

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Make your bargain before beginning to plow.

Arab proverb

The Agreement: Acceptance

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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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