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agreement
manifestation by two or more persons of the substance of a contract, requires offer and acceptance
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required for offer to be effective
- 1. the offerer must objectively intend to be bound by the offerer
- 2. the terms of the offer must be definite or reasonably certain
- 3. the offer must be communicated to the offeree
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objective intent
uses objective theory of contracts; whether a reasonable person veiwing the circumstances would concede that the parties intended to be legally bound
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definiteness of terms
- offer and contract must contain:
- identification of parties
- identification of subject matter and quantities
- consideration to be paid
- time of performance
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implied terms
reasonable terms may be implied
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communication
an offer must be communicated to the offeree by the offerer
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advertisements
advertisement generally, an invitation to make an offer; unless offer so definite intent bound to advert
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reward
an offer to create a unilateral contract
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auctions
- 1. auction with reserve; invitation to make offer, retains right to refuse
- 2. auction without reserve; is an offer, must except, stipulated
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termination of an offer by action of the parties
revocation, rejection, counteroffer
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revocation
offeror revokes the offer any time prior to the acceptance by the offeree
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rejection
the offeree rejects the offer by his words or conduct
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counteroffer
counteroffer by the offeree creates a new offer and terminates the offeror's offer
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termination of an offer by operation of the law
- destruction of the subject matter
- death or incompetency
- supervening illegality
- lapse of time
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destruction of the subject matter
subject matter destroyed prior to acceptance through no fault of either party
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death or incompetency
prior to acceptance, offeror or oferree dies or becomes incompetent
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supervening illegality
prior to acceptance, object of the offer made illegal by statute, regulation, court decision or other law
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lapses of time
offer terminates after stated time, if no time stated, after reasonable time
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rules for acceptance
- 1. mirror image rule
- 2. acceptance-upon-dispatch rule
- 3. prior dispatch rule
- 4. mode of acceptance
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mirror image rule
under CLoC, offeree must accept the terms of offeror to create contract; change constitutes counteroffer not acceptance
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acceptance-upon-dispatch rule
unless otherwise provided in offer, acceptance is effective when dispatched by offeree (mailbox rule)
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proper dispatch rule
acceptance must be properly dispatched to be effective
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mode of acceptance
must be by the express means of communication stipulated in offer, if not addressed, by reasonable circumstances
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implied authorization
may be inferred from what is customary in similar transactions, usage of trade, or prior dealings
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