What type of acceptance requires an affirmative action for the offeree to accept that offer

"A 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 as a duty."

• Legally binding agreement between two or more parties who agree to perform or to refrain from performing some act now or in the future.
• Party making the promise is subject to the sanctions of a court if the promise is not fulfilled
• may be required to pay damages for failing to perform the contractual promise.

Elements needed for a valid contract: LACC

• Legality: the goal of the agreement must be legal/ not against public policy
• Agreement: Offer & acceptance
• Consideration: Promises must be supported, legally sufficient, and bargained for consideration
• Contractual Cap: Both parties must be legally competent (Age + M. Capacity)

• Agreement on the same bargain at the same time - a "meeting of the minds. "
  
  • Involves some form of negotiation where an offer is made by one party and is accepted by the other party

Offeree must:

• have knowledge of offer
• accept to transform the offer into a legal obligation (contract)

Contract Formation: 3 elements for an offer to be effective.

• (1) offeror must have serious intent. to become bound by offer,
  
• (2) terms of offer must be reas. certain, or definite, so parties and court can ascertain terms of contract,
  
• (3) the offer must be comm. by offeror to offeree.
  

Contract Formation: OFFER

• Once an effective offer is made, the offeree has the power of acceptance
• If the offeree accepts, an agreement is formed.
• If all other essential elements are satisfied, then a contract is formed.

Objective Theory of Contracts

• The element of intent must be determined (cant be determined subjectively/ by belief of one party)
• Judged by outward, objective facts as interpreted by a reasonable person
• Objective facts include, but are not limited to: (a) what party said when entering into contract, (b) How the party acted or appeared, (c) The circumstances surrounding the transaction 
  

Intention to enter into contract

• Judged by reasonable person standard
• seen in Lucy v. Zehmer

Must be sufficiently definite

Definiteness of terms of Contract:

(7) = Time, Parties, Quantity, Performance, Consideration, Object/Subject matter, goods/services/land

• Parties
• object or subject matter of contract
• Quantity
• Performance - work to be performed 
• Identification of goods, services, and land
• The consideration to be paid
• Time of payment, delivery or performance 

• General Rule: Ads are not offer, but invitations to enter into bargain
• Ads to gen. public can be offers if there is some language or commitment or some invitation to take action without further communication.

- State and consumer law may impose liability for false advertising 

• Rule: Where the offer is clear, definite, and explicit and leaves nothing open for negotiation, it constitutes an offer, acceptance of which will complete the contract.
• Lefkowit Test Rule: Whether facts show that some performance promised in positive terms in return for something requested. Whether in any indiv. instance a newspaper ad (Any medium of ad) is an offer rather than invitation to make offer depends on legal intent of parties and surrounding

Generally not offers.

Quotes can be an offer: when the language, in context used, communicates present commitment and not just general offer to large group.

A document typically signed by both parties, that purports to communicate the parties' partial completion of (progress towards) a contract..

Never deemed contracts.

Parties seek to bind each other yet remain free to withdraw and so sometimes cross the line.

Gen. Contractor Seeking Bids

The GC's request for bids is an invitation for offers and the subcontractor's bids are offers

No GC would bind itself before getting the contract w/ owner

Who decides how the offer can be accepted?

Requirements of Acceptance

• Manifestation
• To the terms of the offer
• By the offeree
• In a manner invited or required by the offer

• A voluntary act (by words or conduct) by the offeree which shows:
• assent to the terms of an offer
• acceptance must be unequivocal and must be communicated to the offeror

Acceptance and Offer (pt. 1)

• Offer may invite or require acceptance by affirmative answer in words, or by performing or refraining from performing specified act, or may empower offeree to make selection of terms in his acceptance
• Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner, by any medium reasonable in the circumstances

Acceptance and Offer (pt. 2)

Unless otherwise unambiguously indicated by the language or circumstances:
An offer to make a K shall be construed as inviting acceptance in any manner and by any medium reasonable in the circums.

Acceptance and Offer (pt. 3)

• An order or other offer to buy goods for prompt or current shipment = inviting acceptance by either prompt promise to ship or prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-con goods does not const. an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

Acceptance and Offer (pt. 4)

Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

Requirements For Acceptance

• Communicated to Offeror
• In some circumstances "communication" means upon dispatch.
• Acceptance must be in compliance with any instructions in the offer relating to the manner and method of acceptance.
• Acceptance must not vary the terms of the (K)
• Acceptance must occur while the offer is still in effect: Lapse or termination of the offer

Left off at Offer and acceptance slide 28

Are offers by merchants revocable?

Most important elements for sales contracts?

1. Subject Matter
2. Quantity

If offers by merchants are irrevocable, when can merchants counter-offer?

They can counter-offer as long as there is no material change to duties (mirror rule applying to merchants..."additional terms")

What are the types of acceptance?

In what way can an offeree accept an offer from the Offeror?

What is a mode of acceptance?

What is implied acceptance?