Love for dogs treat

Law- what law applies? What kind of K?

o Is it common law
o Is it sales of goods- article 2 UCC
o Mixed deals part services and part goods- all or nothing
o types of contracts
F- Formation of contracts
o Stages
1) Do we have an offer?
2) Termination
a. Death
b. Lapse of time
i. Time in offer
ii. Reasonable time
c. Revocation
d. Rejection
e. Counter-offer- terminates original offer
f. Conditional acceptances
g. Additional terms
h. Mirror image rule
3) Condideration
4) Alternatives to consideration
D-Defenses
o Statute of Fauds
OFFER What is and offer? (a communicated willingness to bargain seeking anothers willingness
to accept.)
o A manifested commitment by an offeror
o WHICH JUSTIFIES AN OFFEREES BEILIEF that his assent is invited and would be
conclusive
o The terms of which are reasonably certain
What is not an offer
If quantity is omitted- if someone put in a number later than it is a
valid contract. (differs with UCC- all widgets/output are valid contracts)
Price term missingo Common law- not valid
o UCC- can have an offer if the amount is omitted
Vague or ambiguous
o Not a valid offer in both CL and UCC
Advertisement- not a binding offer
o Exception-

a reward- i.e. lost cat fluffy returned for for $100.00; use
this product for a week if you still have influenza give you
1k- you owe 1k if performed.
Bring $1 you get a mink coat- you have to do it! Its an
offer. (specific as to quantity, cost and acceptance)

o Termination Death
o Death of either party terminates an OFFERNOT a CONTRACT! If a
contract has already been formed there is still obligation.
Lapse of Time
o Time is over after time stated
o Reasonable time- if unstated 3mos.
Revocation- Changes mind
o An Unambiguous language or conduct that is clearly inconsistent with the
intent to contract with the oferree
Two types
Direct- I revoke
Indirect- a reliable third party indicates tp the offeree that
the offerror is no longer able or willing to contract with the
oferee.
o Ie- guy selling house tells friend you have until
Friday. Meanwhile he sells house to someone
else. His agent tells him that his friend sold the
house.
Offeror has the power to revoke anytime before the acceptance
exceptions:
1) Option K- offer+ separate consideration paid to hold offer
open
a. I.e. sell house for 100k plus 100$ to hold the sale
open to friday- valid k- separate consideration $100.
2) FIRM OFFER 2-205- valid only if all three elements are met.
If all three are met it is irrevocable until time lapses.(3mos)
a. Offer to buy or sell goods
b. Signed written promise to hold offer open
c. Party making promise must be a merchant
3) Detrimental reliancea. Usually construction bidding cases.
4) Unilateral-k Performance begun
a. You cannot revoke once the performance has begun.
The first step of performance suspends Offerors
ability to revoke.
b. The Offeror must give offeree a reasonable amount
of time to complete the performance.

 Brooklyn bridge- $100 to walk across bridge.

5) Rejection
a. Counter offer
Terminates original offer ie Seller says 100k for house buyer offers 90k
for house instead of 100k, seller says nooriginal offer is terminated and cannot go back.
b. Conditional acceptance- I accept so long as..; but;if
you
Not an acceptance instead a new offer. The
original offer no longer exists.
c. Additional terms- addition
CL- not mirror image acceptance. Now a new
offer.
Ie landlord send tenant a signed lease and
Tenant adds to lease a arbritation clause it
violates mirror image rule. Not valid
formation. Original offer dead.
UCC- you can still have a contracted formed with
seasonal expression. Automatically part of the
deal if they do not materially change the K ( ie.
Saturday delivery)
d. Operations of law
Destruction of subject matter- supply music
hall and it burns down
Supervining illegality- you offer to do
something and subject matter becomes illegal.
Terminates do to operation of law.

Acceptance
o Requires the Oferees manifestation of agreement in the manner invited and
time required.
Issues:
Who can accept? The offeree; or the class offere is made to (ie all
Law Students- any law student)
Mirror Image Rule- Accpetance MUST mirror the terms of the offer
exactly
CL Rule- NOT IN UCC
If there is any change in the acceptance then it is a
rejection/counteroffer.
Acceptance must be communicated
Silence is not effective unless
o BENEFIT RETAINED-neighbors 1 wants to build fence.
Neighbor1 says to 2 he wants to split cost. Neighbor 2 says
nothing. Neighbor 1 build walls and neighbor 2 says nothing

but watches and sees N1 build. Nbr 1 asks for half but
neighbor2 says no but there is acceptance bc he retained
benefit of his services and had a reseanable time to reject.
But because she retained befit she must pay
o Customs silence was custom in past- ie eel skins guys
been sending eel skins to buyer and he has been sending
payments but not this momth then the guy says no I never
said I was going to pay you.. but a silent acceptance has
always been made in the past
Mail box rule- acceptance is effective upon dispatch.
Schizo-Cant send both rej or accpt. Whichever arrives first that one
is taken.
Option K- no mailbox rule applicability. Must make sure that under
option k she must make sure the acceptance is received.
Manner invited-Unauthorized means- you say send via fedex but
she send usps. No benefit of mailbox rule. So acceptance will not go
into effect until received.
Performance- PERFORMS IN RESPONSE TO AN OFFER.
Does Offeree needs to give notice?
o Dependent does the Offeror call for notice or are the two in
separate places.
If in two different placesCONSIDERATION- a bargained for exchange of legal value
o Bargain- an exchange
Promise for promise- valid K
Promise for a Performance/act
$1000 reward for lost cat. You performed.. valid K
Promise for Forbearance
Forbearance- giving up something you have the right to do.
o Sidway- uncle give nephew 5k if refrains from smoking
gambling etc..
o NO CONSIDERATION- you have not given anything in exchange
GIFT PROMISES NOT ENFORCEABLE- CONDITIONAL AND DISGUISED GIFTSMERELY GRATUITOUS
A dad sells his house to his daughter for $1- REALLY JUST A GIFT
CONDITIONAL GIFT
If you go around the corner you can grab a coat
Ill give you my tv if you come get it.
PAST CONSIDERATION
Employer offers pension for past work- NO CONSIDERATION- no
bargain for exchange.
o Excpetion- if there is a clear current condition attached not
past. Ie. in consideration of your 30 yrs service and you now

agreeing to step down and retire ill pay you 1k a month. Then
there is now consideration.
ILLUSORY PROMISE- empty promise manifesting no commitment
Cannot have just one party bound.
Exceptiono Satisfaction clause- I agree to pay you 1k to paint my
portrait if it to my satisfaction- is then used to a good faith
standard and creates a binding K
o UCC- if quantity/price is ambigiuos- still valid K- obligation of
good faith.
Ie. I will buy all the output your factory produces.
o Exclusive agency contracts (UCC)- valid- company is agent of
band. Not specified in terms- still valid.
Wood v ladyduff- name on fashions and luzy makes
contract and then sell her name to other stores and tries
to get out of the contract with wood because their
contract was not clearly specified. Ladyduff lost- wood
must make good faith reasonable effort.
o MODIFICATIONS- changes to original K
CL- requires new consideration
Pre-existing legal duty rule- doing what you are
already legally obligated to do is not new
consideration for a promise to pay you more
money
o Alaska packers case- fisherman contract
with company to go to SF to get salmon for
$50. Went on strike and asked for $100.00.
guy said yes. But when came back guy only
gave $50. They sued- but no new
modification bc no new terms besides
money.
o Party a agrees to pay b 2k for paving
driveway. Party a then tells party b that they
need to pay 3k instead. Party b hesitantly
agrees but then when done pays 2k.
Exceptions: ill pave it deeper instead
of orig= new conditions now
modification is justified. No longer in
violation.
Honest dispute over actual duty- ie
party paves driveway person says
I thought you were going to also pave
by the garage.
Fair and equitable

LEGAL VALUE A mere peppercorn will suffice- whos to say what it is worth?...if
you think it is worth contracting over.. then it is enforceable.
Nominal consideration- will not be valid K- joke/shame
o House for $1
Mere possibility is enough
o Buy a patent for 10k because of the possibility
o
o SUBSTITUTES FOR CONSIDERATION PROMISORRY ESTOPPEL- SUBSTITUTION OF CONSIDERATION
4 ELEMENTS MUST BE SHOWN:
o Promise must be made
o Promisor should reasonable expect her promise will induce
action or forbearance
o Action or forbearance is induced in fact- actual detrimental
reliance
o THEREFORE Just requires enforcement
EXAMPLE- Ricks v Scorthorn- grandpa promises granddaughter 2k to
stop working. Granddaughter stops working. Grandpa dies. Estate
reneges. Granddaughter lost because no consideration but won on
Prom Estopp.
o Argument-There was a promise made by GP to pay GD 2k, he
should have reasonably expect that his promise would
induce, GD quits her job relies on promus to her detriment,
therefore justice require the promise be enforced
Modification under UCC- no new consideration is required only good faith.
Good faith is the test of validity.
Promises to pay legal obligation already barred by law.
Person discharges credit in bankruptcy but feels bad and promises
creditor to pay . Is enforceable if in writing.
Material benefit conferred with subsequent promise to pay- 86 Web v mcgowan- web was to drop 75lb blocks. Mcgowan standing
under where blocks drop. Web holds the block and saves mcgowans
life but web is hurt. Mcgowan promises him $ for the rest of his life.
Mcgowan dies after paying him for 8 years. Estate say no more. He
wins under material benefit conferred and sub promise to pay
RESTITUTION- paid back having conferred a benefit
Widow asked by BIL to come live on farm- she built a house on farm.
It has improved value on your land. Restitution required.
DEFENSESo STATUTE OF FRAUDS
K whos subject matter who falls within the scope of the statute of frauds
are not enforceable unless they are in writing

UCC- still valid k- relies on good faith

SCOPE- (MY LEGS)

Marriage- prenups xa
Years- a contract that cannot be completed within a year of the date
of making the K. Anything greater than a year from the date is
covered by SOF must get in writing. (memories might fade)
o If you have an oral contract that is a lifetime employment
contract but die 6 months in- then no SOF
o A musician is kd to perform in two years from the date- still
under SOF even if the performance is only a few hours the K
wont be completed for 2 years.
o TASKS are never SOF unless there is a date. Cut down 100k
acres of trees can take longer than a year but the task can be
done within months even.
Land- interest in land
o A transfer in interest of land that is more than 1 year.
Sale of home, black acre, green acre-covered under SOF
A contract to just build a house- a task- if no date is
specified- there is not SOF.
Executor- promising to pay estates debts. Must be in writing
Goods- sale of good $500+ are covered by SOF- must be in writing
o 2-201(2) Suretyship- a guarantor of another person- I promise to pay your
debts if you do not.
o Exception-Main Purpose Doctrine- if the promisor has made
the agreement to benefit themselves not the debtor
WRITING REQUIREMENTS FOR SOF
Must be a sighed writing containing all the material terms
o Must be signed by the person (defendant) that is charged
Letterhead can be signature
o Subject matter of contract
o Consideration
EXCEPTIONS
Specially manufactured good- NO WRITING NEEDED-custom
made goods. Once there has been a substantial beginning. Means
enough has been done to prove to show these goods are made to
order.
o Bubba- link size 19 boots pink and blue with his name.
Cant really say he didnt contract given who the hell
would place this particular order?
Written merchant conformitory memorandum- _answer the damn
letter
o Enter into oral contract over the phone of

Parties enter into a contract by manifesting assent (one of the contractual elements).
Manifestation of mutual assent ordinarily takes place:
(i) by one party (the offeror) making an offer to another party (the offeree)
(ii) which the offeree accepts.

28 The Essential Elements of Contract Formation.

There are six essential elements to the formation of a contract: (1) mutual assent;
(2) consideration or another validation device; (3) two or more contracting parties;
(4) an agreement that is sufficiently definite; (5) parties that have legal capacity to
make a contract; (6) no legal prohibition precluding the formation of a contract.
50 Acceptance of Offer Defined; Acceptance by Performance; Acceptance by
Promise.
(1) Acceptance of an offer is a manifestation of assent to the terms thereof made by the
offeree in a manner invited or required by the offer.
(2) Acceptance by performance requires that at least part of what the offer requests be
performed or tendered and includes acceptance by a performance which operates as a return
promise.
(3) Acceptance by a promise requires that the offeree complete every act essential to the
making of the promise.

In order for an acceptance to constitute a manifestation of assent, three criteria

generally must be met:
1. There must be commitment.
2. The commitment must not be conditional.
3. The commitment must be on the terms proposed without variation.
Q: Harry owns a house-cleaning service company. Owen Homeowner, after seeing
an advertisement for Harry's services, sends Harry a fax offering to Harry's company
the cleaning work for $150 per week. Harry sends Owen a return fax that states,
"Your order . . . is at hand and will receive our prompt and careful attention."
A: No acceptance. In order for there to be an acceptance, there must be an
expression of commitment. A mere acknowledgment of receipt of the offer like that

given by Harry here or a simple expression of interest in it is not enough to satisfy

the commitment requisite for an acceptance.
Corinthian Pharmaceutical Sys. v. Lederle Lab., 724 F. Supp. 605 (S.D. Ind. 1989)
( "automated, ministerial act," such as receipt of tracking number from seller's
computer, "cannot constitute an acceptance "); National Cash Register Co. v.
McCann, 140 N.Y.S. 916 (Sup. Ct. 1913) ( "We thank you for your order and assure
you that it will have our very best attention."). Cf.Leskie v. Haseltine, 25 A. 886 (Pa.
1893) (no acceptance where owner said to lowest bidder, "You are the lucky
man."). Contra: Hill's v. William B. Kessler, 246 P.2d 1099 (Wash. 1952) ("You may be
assured of our very best attention to this order."). Cf. Nooney Krombach Co. v. Blue
Cross &;Blue Shield, 929 S.W.2d 888 (Mo. App. 1996) ( "ample support . . . that
words such as 'I'll take care of it' . . . can sufficiently demonstrate an oral contract").
there must be an expression of commitment that is unequivocal and unconditional.
The point of Harry's response is that he intends not to be bound (or assent to occur) until Owen signifies his
further assent to the terms. Only when this assent is given and the acknowledgement made, would this contract
come into existence. Harry's response is not manifest commitment constituting an acceptance because
acceptance cannot be conditional on a future decision or response from the offeree. Essentially, a promise to
accept at some future time is not an acceptance.

"It has been held, however, that a promise that is to take effect automatically
at some later time if a stated event has not occurred is effective as an acceptance
at that time if the event has not occurred. However, either party is free to withdraw
before then. For example, an acceptance effective unless the offeree gives notice to
the contrary within 30 days operates as an acceptance at the end of 30 days if the
offeree has done nothing and if the offer is still open. But the offeror can revoke the
offer until acceptance occurs at the end of the 30 days."
32 Invitation of Promise or Performance.
In case of doubt an offer is interpreted as inviting the offeree to accept either by
promising to perform what the offer requests or by rendering the performance, as
the offeree chooses

Q: Freida Farmer offers to sell 100 bushels of apples to Merideth's Markets at $5 per
bushel. Who can accept this offer?

The rule of law is that only an offeree can accept an offer. Since none of Molly, Sarah's Stores
or Carey Consolidator were the offeree, they cannot accept the offer.

The general rule, consistent with the bargain requirement, is that only an offeree
can accept an offer. If, for example, a buyer makes an offer to a seller to buy apples,
no one other than that seller can accept the offer--not even one who has bought out
the seller and taken over the seller's very business. The rule applies even where the
offeree could have accepted the offer and then transferred the contract to another.
But the seller cannot change the result by attempting to assign the offer or
otherwise to transfer it to another who then purports to accept. Absent provision to
the contrary in the offer itself, at least, an offer is not transferable. (We shall not
pause to consider the impact of the doctrine of the undisclosed principal under
agency law.) If the seller dies or loses the legal capacity to make the contract, the
offer is terminated because it can no longer be accepted.
Q: Abbie publishes an offer of reward to whoever will give her information as to the
whereabouts of her cat. There is no indication that Abbie intends to pay more than
once. Any person learning of the offer has power to accept and the giving of the
information by one still allows others to still accept
FALSE. Abbie publishes an offer of reward to whoever will give her information as to
the whereabouts of her cat. There is no indication that Abbie intends to pay more
than once. ANSWER: Any person learning of the offer has power to accept,but the
giving of the information by one person terminates the power of every other person
to accept. Here, the offer is addressed to any person who gives information about
the cat, so it is directed to an unlimited number of persons. Since Abbie only intends
to pay once, however, we can presume that the first acceptance will terminate the
ability of others to accept afterwards.
Fifth Boston Bank issues a letter of credit for Sam Smith promising to repay anyone
who makes advances to Sam Smith, up to the amount of $10,000, the amounts
advanced to be noted on the letter of credit. This creates a power of acceptance in
anyone to whom the letter is presented, but only if the notation is made and only so
long as the noted amounts do not exceed the maximum.
Great! Remember, sometimes an offer may be directed to a group of persons,
perhaps even to an unlimited number of persons, such as the public. The terms of
the offer itself tell us who can accept. Restatement 29 comment b. See
generally, See 1-3 Corbin on Contracts 3.2; 1-2 Murray on Contracts 39. Let's take
a look at each of the situations:

TRUE. Fifth Boston Bank issues a letter of credit for Sam Smith promising to repay
anyone who makes advances to Sam Smith, up to the amount of $10,000, the
amounts advanced to be noted on the letter of credit. ANSWER: This creates a
power of acceptance in anyone to whom the letter is presented, but only if the
notation is made and only so long as the noted amounts do not exceed the
maximum. Here, the offer is directed to a limited number of persons, that is, those
to whom the letter is presented.
Fresh Feet offers $ 100 to anyone who gets blisters running the Boston Marathon
after using their special shoe inserts. Beverly Bostonian, Carl Colorado and Duly
Dallas use it as directed. Each has made a contract independent of the others, and
is entitled to the $ 100 if he or she later gets blisters while running the Boston
Marathon.
True. Fresh Feet offers $ 100 to anyone who gets blisters running the Boston
Marathon after using their special shoe inserts. Beverly Bostonian, Carl Colorado and
Duly Dallas use it as directed. ANSWER: Each has made a contract independent of
the others, and is entitled to the $ 100 if he or she later gets blisters while running
the Boston Marathon. Here, the offer is directed to a number of persons and each
can accept.

Professor Martin wants to sell her laptop computer so that she can buy a new one.
Student needs a laptop computer and knows that Professor Martin has one.
Professor Martin mails a letter to Student offering to sell the laptop for $500. The
same day, Student at the same time mails a letter to Professor Martin offering to
buy the laptop for $500.
Since an offer cannot be accepted without knowledge of its existence, offers which
cross each other in the mail do not create a contract though they happen to contain
identical terms. If, however, one party creates a reasonable understanding in the
other that an offer or acceptance exists, that reasonable understanding will be
protected. If A sends what appears to be an offer to B, even though the writing sent
by A was drafted by a third party and A was unaware of its contents, B has a power
of acceptance. Similarly, if A intentionally sends an offer in a letter to B who decides
to manifest acceptance without reading the letter, there is a contract
though B literally did not know of the offer. This is in keeping with the necessary
objectivity of regarding the manifestations of the parties as controlling and
permitting manifestations of assent to be operative in accordance with the intention

of the party who neither knew nor had reason to know of the other party's lack of
intention to assent.
Presume from our earlier problem that Jack offers to sell custom rocking chairs to
Callahan & Sons Furniture and delivers the rocking chairs to the Callahan & Sons
warehouse. Callahan & Sons retains the rocking chairs in silence. However, one
week later, Callahan & Sons takes the rocking chairs and sells them to Peter. Is
Callahan & Sons obligated to pay Jack for the rocking chairs?
Exercise of dominion will result in acceptance even where the offeree is originally
silent in response to the offer.
38 Rejection.
(1) An offeree's power of acceptance is terminated by his rejection of the offer,
unless the offeror has manifested a contrary intention.
(2) A manifestation of intention not to accept an offer is a rejection unless the
offeree manifests an intention to take it under further advisement.
39 Counter-Offers.
(1) A counter-offer is an offer made by an offeree to his offeror relating to the same
matter as the original offer and proposing a substituted bargain differing from that
proposed by the original offer.
(2) An offeree's power of acceptance is terminated by his making of a counter-offer,
unless the offeror has manifested a contrary intention or unless the counter-offer
manifests a contrary intention of the offeree.
An inquiry regarding the possibility of different terms, a request for a better offer, or
a comment upon the terms of the offer, is ordinarily not a rejection of the original
offer.
Under common law a counter-offer is an offer made by an offeree to his offeror
relating to the same matter as the original offer and proposing a substituted bargain
differing from that proposed by the original offer. Restatement 39(1). Therefore, a
reply to an offer which purports to accept it but is conditional on the offeror's assent
to terms additional to or different from those offered is not an acceptance. Rather it
is a counter-offer. Restatement 39.
On the other hand, an inquiry regarding the possibility of different terms,
a request for a better offer, or a comment upon the terms of the offer, is
ordinarily not a counter-offer. See 1-3 Corbin on Contracts 3.40.

So too, adding conditions which are already implicit in the offer, such as marketable
title to real property, will not result in a counteroffer. Restatement 59