THE AGREEMENT: OFFER

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THE AGREEMENT OFFER
T. LEIGH ANENSON, J.D., LL.M.

• There is nothing more likely to start
  disagreement among people or countries than an
  agreement.
• E.B. White

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CONTRACT LAW

• Introduction to Contracts
• The Agreement Offer
• The Agreement Acceptance
• Consideration
• Reality of Consent

• Capacity to Contract
• Illegality
• Writing
• Rights of Third Parties
• Performance Remedies

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DEFINITION OF AN OFFER

• A PROMISE
• CONDITIONAL ON AN ACT, RETURN PROMISE OR
  FORBEARANCE (REFRAINING FROM DOING SOMETHING)

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PARTIES TO A CONTRACT

• OFFEROR MAKES THE OFFER
• OFFEREE RECEIVES THE OFFER

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Learning Objectives

• Requirements for an offer
• Special Problems
• Termination of an offer

10 - 5
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OFFER REQUIREMENTS

• Parties to a contract must have
• intent to enter binding agreement,
• (2) terms must be definite, and the
• (3) offer must be communicated to the offeree

10 - 6
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INTENT

• Courts use the objective theory of contracts
• Would a reasonable person judge the offerors
  words and acts in the context of the
  circumstances to signify intent?
• Lucy v. Zehmer
• NOT obviously joking, haggling, equivocating

10 - 7
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DEFINITENESS OF TERMS

• COMMON LAW
• I.E. PARTIES, PRICE, SUBJECT MATTER, QUANTITY,
  TIME OF PERFORMANCE
• POLICY ID BREACH AND GIVE REMEDY
• ARMSTRONG V. ROHM HAAS CO.

• UCC
• OPEN TERMS OKAY
• GAP FILLING RULES
• POLICY REASONABLY CERTAIN BASIS TO PROVIDE A
  REMEDY

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Advertisements

• GENERAL RULE NOT OFFERS
• (but are invitations to offer or negotiate)
• Examples flyers, handbills, catalogs listing
  prices, for sale ads in newspaper or yard
• Sales puffery is not an offer
• Leonard v. Pepsico, Inc. (the Harrier jet case)

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Rewards, Auctions, and Bids

• Advertisements offering rewards for lost
  property, information, or capture of criminals
  are treated as offers for unilateral contracts
• Sellers at auctions and advertisements for bids
  are generally treated as making an invitation to
  offer, so those who bid are making an offer that
  the seller may accept or reject

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TERMINATION OF THE OFFER

• ACTION OF THE PARTIES
• REVOCATION any time before acceptance, except
• 1. Option Contract
• 2. Unilateral Contract and offeree
• begins performance
• 3. Promissory Estoppel
• 4. Firm Offer by merchant for the sale
• of goods in a signed writing (UCC)
• REJECTION
• Smith v. Murrell
• COUNTEROFFER

• OPERATION OF LAW
• LAPSE OF TIME
• DEATH OR INSANITY OF EITHER PARTY
• DESTRUCTION OF THE SUBJECT MATTER
• INTERVENING ILLEGALITY