Law And Business I
Law And Business I BUL 3320
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This 3 page Class Notes was uploaded by Kenyon Herzog on Wednesday September 23, 2015. The Class Notes belongs to BUL 3320 at University of South Florida taught by Robert Welker in Fall. Since its upload, it has received 23 views. For similar materials see /class/212624/bul-3320-university-of-south-florida in Business Law at University of South Florida.
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Date Created: 09/23/15
Chapter 10 I Essentials of an Offer Objective standard concerned only with the assent agreement or intention of a party as it reasonably appears from his words or actions Ex if Joanne seemingly offers to sell to Bruce her Chevrolet automobile but intended to offer and believes that she is offering her Ford automobile and Bruce accepts the offer reasonably believing it was for the Chevrolet a contract has been formed for the sale of the Chevrolet Subjectively Joanne and Bruce are not in agreement as to the subject matter Objectively however there is agreement and the objective manifestation is binding Offer indication of willingness to enter into a contract Offeror person making the proposal Offeree the person to whom the proposal was made For an offer to be effective is must 1 e communicated to the offeree 2 manifest an intent to enter into a contract 3 be sufficiently definite and certain Communication offeree must have knowledge of the offer and the offer must be made by the offeror or her authorized agent to the offeree Intent determined by an objective standard where the meaning is based on what a reasonable person in the other party s position would have believed Preliminary negotiations initial communication in which the parties either request or supply the terms of an offer that may or may not be made Advertisements are not offers and responses from customers are not acceptances Auction sales the auctioneer at an auction sale does not make offers to sell the property being auctioned but invites offers to buy A bidder is free to withdraw his bid at any time prior to its acceptance The auctioneer is free to withdraw the goods from the sale unless the sale is advertised or announced to be without reserve I Without reserve the auctioneer may not withdraw an article or lot put up for sale unless no bid is made within a reasonable time De niteness offer s terms must be clear enough to provide a court with a basis for giving an appropriate remedy Open terms the UCC provides standards by which the courts may determine omitted terms provided the parties intended to enter into a binding contract The Code also provides missing terms in a num e 0 instances where for example the contract fails to specify price the time or place of delivery or payment terms Under the Code an offer for the purchase or sale of goods may leave open particulars of performance to be specified by one of the parties These specifications must be made in good faith and commercial reasonableness Good faith honesty in fact in the conduct or transaction concerned Commercial reasonableness a standard determined in terms of the business judgment of reasonable person familiar with the practices customary in the type of transaction involved and in terms of facts and circumstances of the case Output contract an agreement of a buyer to purchase a seller s entire output for a stated period Requirements contract an agreement of a seller to supply a buyer with all his requirements for certain goods II Duration of Offers Lapse of time offer remains open for the time period specified or if no time is stated for a reasonable period of time Revoke to cancel an offer Revocation generally an offer may be terminated at any time before it is accepted subject to the following exceptions I Option contracts contracts that binds offeror to keep an offer open for a specified time I Firm offer a merchant s irrevocable offer to sell or buy goods in a singed writing that ensures that the offer will not be terminated for up to 3 months I Statutory irrevocability offer made irrevocable by statute ex bids made to the state for the construction of a building or some public work I Irrevocable offer of unilateral contracts a unilateral offer promise for an act may not be revoked for a reasonable time after performance is begun I Promissory estoppel noncontractual promise that binds the prom isor because she should reasonably expect that the promise will induce the promise offeree to take action in reliance on it Acceptance essential to the formation of the contract once it is given the contract is formed I Bilateral Acceptance of an offer for a bilateral contract is some overt act by the offeree that manifests his assent to the terms of the offer such as speaking or sending a letter telegram or other explicit or implicit communication to the offeror I Unilateral 7 acceptance is the performance of the requested act with intention of accepting ie someone offers a reward and the item is returned the person who returns the item had accepted the offer Authorized means historically the means of communication specified by the offeror in the offer If none was authorized then the means in which the offeror used in presenting the offer if the original offer is thru the mail and a letter is properly mailed then that is acceptance once it is mailed regardless if the mail goes astray Revised code now defines it as any reasonable mode of communication Battle of the forms often time a purchase order and a sales order have con icting terms on the back that both parties pay little attention to The code seeks to interpret the differences based on the intent of both parties Counteroffer 7 is a counter proposal from the offeree to the offeror that indicates willingness to contract on different terms Generally operates as a rejection of the first offer amp a new offer On receipt if they state I will sell then upon acceptance it is a contract it terminates the original offer or I wish to then it does not terminate the original offer I Conditional Acceptance 7 claims to accept the offer but expressly makes the acceptance contingent upon the offeror s assent to additional or different terms 0 enerally terminate the original offer Death or Incompetence death or incompetence of either party ordinarily terminates the original offer Upon such an even the person no longer is able to enter into any contracts thus all outstanding offers are terminated No one else has the power to enter into a contract on the persons behalf Either circumstance however does not terminate an offer contained in an option Destruction of subject matter destruction of specific subject matter of an offer terminates the offer Sara offers to sell the car to Brandy three day later the car explodes without knowledge brandy accepts there is no contract in this case Dispatch an offer is generally effective upon its dispatch unless otherwise specified Mirror image rule means that the acceptance must not change the provisions of the offer in anyway Any attempt to change the provisions by the offeree is a counteroffer which does not create a contract Silence as acceptance an offeree is not under any legal duty to respond so silence or inaction does not constitute acceptance of the offer y custom usuage or course of dealing silence or inaction may operate as acceptance ie all revious offers have been accepted in this way and they don t provide notice to the contrary Subsequent illegality 7 if performance of a valid contract is subsequently made illegal the obligations for both parties are discharged lllegality taking effect after the offer has the same effect Goad illustration on pg 195 about a ers
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