10-1 Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved.McGraw-Hill/Irwin

Introduction to Contracts The Agreement: Offer The Agreement: Acceptance Consideration Reality of Consent Contracts P A R T

Capacity to Contract Illegality Writing Rights of Third Parties Performance and Remedies Contracts P A R T

10-4 The Agreement: Offer PA E TR HC 10 There is nothing more likely to start disagreement among people or countries than an agreement. E.B. White

10-5 Learning Objectives Explain the elements of an offer under both the UCC and common law Distinguish advertisements from mere invitations to negotiate Describe circumstances for termination of an offer

10-6 An 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 offeror Requirements for an Offer

10-7 An offeror must indicate present intent to contract, or the intent to meet the contract obligation upon acceptance Courts 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. MacDonald Intent

10-8 Offer and resulting contract must be definite and certain –Offer 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 definite –See Armstrong v. Rohm and Haas Company, Inc. Definiteness of Terms

10-9 UCC often creates contractual liability where no contract would result under common law Article 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 rules Definiteness Under the UCC

10-10 Advertisements for a sale of goods at specified prices generally are not considered 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 Advertisements

10-11 Advertisements offering rewards for lost property, information, or capture of criminals are treated as offers for unilateral contracts –To accept the offer and receive the reward, an offeree must perform the requested act (such as returning a lost dog to its owner) Rewards

10-12 Advertisements 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 reject Gleason v. Freeman: online real estate auction is not a binding contract, but a non- binding advertisementGleason v. Freeman Auctions and Bids

10-13 Termination by Revocation An offer may be terminated by revocation if revoked & communicated to offeree before the offer is accepted Exceptions: –Option contract in which an offeror agrees not to revoke the offer for a stated time in exchange for some valuable consideration –Offers for unilateral contracts (e.g., rewards) –Promissory estoppel circumstances –Firm offers for sale of goods

10-14 Other Methods of Termination Rejection: 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 offer Lapse of time and expiration of offer Death or disability of either party Destruction of subject matter Subsequent illegality

10-15 Thought Questions When 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?