Bài giảng Business Law - Chapter 11: The Agreement: Acceptance

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: AcceptancePAETRHC11Make your bargain before beginning to plow. Arab proverbLearning ObjectivesExplain elements of acceptance under common law and the UCCDetermine how acceptance can be communicated, including by silenceDetermine when oral acceptance is effectiveAcceptance must be by clear expression by offeree of intent to be bound by terms of offer and communicated to offerorOnly offeree may accept offerIf offer calls for performance, then performance is acceptanceOfferor may specify manner of acceptanceExample: “notify of acceptance in writing”Requirements for AcceptanceTraditional contract law rule required acceptance to be the mirror image of the offerExample: Pride v. LewisCurrently, judges hold that only material variances between an offer and an alleged acceptance result in an implied rejection of the offerMirror Image RuleUCC 2–207 allows contract formation even when there is some variance between terms of offer and terms of acceptanceA definite and timely expression of acceptance creates a contract, even if it includes terms different from those stated in offer or if it states additional terms offer did not address [2–207(1)]Belden v. American Electric Components, Inc.The UCC & Variance of TermsWith instantaneous forms of communication, knowing when acceptance occurs is easyNon-instantaneous forms (postal mail) more difficultMailbox rule makes acceptance effective upon dispatch when the offeree used a manner of communication expressly or impliedly authorized (invited) by the offerorOkosa v. Hall illustrates operation of the ruleCommunicating AcceptanceCourts today allow communication of acceptance by any reasonable means of communicationCommunicating AcceptanceGeneral rule is that an offeree’s silence, without more, is not an acceptanceCircumstances may impose duty on offeree to reject offer affirmatively or be bound Includes cases in which offeree’s silence objectively indicates an intent to acceptExample: McGurn v. Bell Microproducts, Inc.Silence as AcceptanceOFFER + ACCEPTANCE AGREEMENTEffect of AcceptanceThought QuestionsDo you read clickwrap agreements when purchasing goods through a website?Should you be bound by click agreements if purchasing via the internet?