Contracts-Bar Exam

Results from an offer that expressly requires performance as the only possible method of acceptance

All offers that are not unilateral offers. Usually silent as to the method fo acceptance

1) reward, prize contrest, 2) EXPRESSLY requires performance for acceptance

Use the UCC Art. 2 rules if it is 1) a sale 2) of goods (tangible, personal property)

Then the more important/central part of the contract is the one that decides which law applies.

UNLESS the K divides payment, then apply the UCC to sale of goods part and common law part to the rest.

It is an 1) agreement, that is 2) legally enforceable.

1) the offer; 2) what happens after offer (termination, counteroffer?); 3) acceptance

An offer is one person's manifestation of willingness to contract. Look for words or conduct showing commitment by that person. The basic test is whether a reasonable person in the position fo the offeree would believe that his or her assent creates a contract.

PRICE
Common law: you NEED a price for the sale of real estate, otherwise it is not an offer.
UCC: No price requirement.

For both UCC and Common law: vague or ambigusous material temrs not an offer under either common law or usse (example: a K that proposes an "appropriate" "fair" or "reasonable" price are all too vague).

QUANTITY
For a sale of goods (UCC) you need to specify quantity, UNLESS it is a requirements/output contract.

Requrement K: When buyer agrees to buy all of the goods he needs exclusively from the seller.

Output K: When seller agrees to sell all that he can sell to exclusively to the buyer.

Increase in requirements: Buyer can increase requirements so long as the increase is in line with prior demands. No unreasonably disporoportionate limitation on increases.

If it is a unilateral offer, like a reward.

If it specifies quantity and expressly indicates who can accept. ("Fur coat, $10, first come first served")

Price quotation can be an offer if sent in response to an inquiry.

1) Lapse of time: either time stated or a reasonable time
2) Death by a party prior to acceptance (unless an irrevocable offer)
3) Words or conduct of offeror revoke the offer
4) Words or conduct of the offeree reject the offer

1) An unambiguous statement by offeror to offeree
of unwillingness or inability to contract, or
2) Later unambiguous conduct by offeror indicating an unwillingness or inability to contract that offeree is aware of.

1) Option contract: an offer cannot be revoked fi the offeror has not only made an offer but also 1) promised to not revoke (or promised to keep the offer "open") AND 2) this promois is supported by pyament or other consideration.
2) UCC "Firm Offer Rule": An offer cannot be revoked for up to three months if 1) offer to buy or sell goods; 2) signed, written promise to keep the offer open; and 3) party is a merchant (person in business)
3) Reliance: An offer cannot be revoked if there has been 1) reliance that is 2) reasoanbly foreseeable and 3) Detrimental
4) Unilateral contract: The start of performance pursuant to an offer to enter intoa a unilateral contract makes that offer irrevocable for a reasonable time to complete performance. MUST have performance, NOT mere preparation.

1) Conteroffer--terminates the offer and creates a new offer. Make sure you distinquish from bargaining, which are usually presented as questions.
2) conditional acceptance-- This terminates the offer. Look for words like "yes, if" "only If" "provided," "so long as," etc. COMMON LAW: rejects and becomes a counteroffer that can be accepted by conduct. UCC: rejects and NOT A COUNTEROFFER
3) additional terms--does NOT apply to sale of goods. COMMON LAW: Mirror image rule applies--a resonable to an offer that adds new terms is treated like a counteroffer rather than an acceptance. UCC: Rejects mirror image rule. If there are additional or different terms added, but those terms are not conditional, then it is generally treated as an acceptance. ADDITIONAL TERM NOT part of the contract unless both part are merchants. Even if both parties are merchants, the additional term is not part of the contract if the additional term is material or if the additional term is objec to by an original offeror.