Bài giảng Business Law - Chapter 10: The Agreement: Offer

Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.McGraw-Hill/Irwin3Introduction to ContractsThe Agreement: OfferThe Agreement: AcceptanceConsiderationReality of ConsentContractsPART3Capacity to ContractIllegalityWritingRights of Third PartiesPerformance and RemediesContractsPARTThe Agreement: OfferPAETRHC10There is nothing more likely to start disagreement among people or countries than an agreement. E.B. WhiteLearning ObjectivesExplain the elements of an offer under both the UCC and common lawDistinguish advertisements from mere invitations to negotiateDescribe circumstances for termination of an offerAn offer is a promise conditional on an act, return promise, or forbearance (refraining from doing something) Parties to a contract must have intent to enter binding agreement, terms must be definite, and the offer must be communicated to the offeree by the offerorRequirements for an OfferAn offeror must indicate present intent to contract, or the intent to meet the contract obligation upon acceptanceCourts use the objective theory of contracts:Would a reasonable person judge the offeror’s words and acts in the context of the circumstances to signify intent?See Meram v. MacDonaldIntentOffer and resulting contract must be definite and certainOffer cannot be vague about major points Example: “I’ll paint your house until I’m tired” is vague, but “I’ll finish painting your house in three days” is definiteSee Armstrong v. Rohm and Haas Company, Inc.Definiteness of TermsUCC often creates contractual liability where no contract would result under common lawArticle 2 sales contracts can be created “in any manner sufficient to show agreement, including conduct” [2–204(1)]A price, quantity, delivery, and time for payment term left open in a contract can be filled by inserting a presumption found in the Code’s rulesDefiniteness Under the UCCAdvertisements for a sale of goods at specified prices generally are not considered offers, but are invitations to offer or negotiateExamples: flyers, handbills, catalogs listing prices, “for sale” ads in newspaper or yardSales puffery is not an offerAdvertisementsAdvertisements offering rewards for lost property, information, or capture of criminals are treated as offers for unilateral contractsTo accept the offer and receive the reward, an offeree must perform the requested act (such as returning a lost dog to its owner)RewardsAdvertisements for bids and sellers at auctions generally are treated as making an invitation to offer, so those who bid are making an offer that seller may accept or rejectGleason v. Freeman: online real estate auction is not a binding contract, but a non-binding advertisementAuctions and BidsTermination by Revocation An offer may be terminated by revocation if revoked & communicated to offeree before the offer is acceptedExceptions:Option contract in which an offeror agrees not to revoke the offer for a stated time in exchange for some valuable considerationOffers for unilateral contracts (e.g., rewards)Promissory estoppel circumstancesFirm offers for sale of goods Other Methods of TerminationRejection: Offeree expressly rejects (unwilling to accept) offer or impliedly rejects the offer by making a counteroffer An offer to contract on terms materially different from terms of the original offerLapse of time and expiration of offerDeath or disability of either partyDestruction of subject matterSubsequent illegalityThought QuestionsWhen you go to a department store and purchase an item, what have you done according to contract law? Is the law sensible about these contracts?