- •§ 1.Syn Synopsis to Chapter 1: preliminary definitions 4
- •§ 2.17 Effect of Delay in the Delivery of an Offer 268
- •§ 2.17 Effect of Delay in the Delivery of an Offer 268 § 1.1 The Main Purpose of Contract Law Is the Realization of Reasonable Expectations Induced by Promises
- •§ 1.2 Legal Obligation Defined
- •§ 1.3 N1 Definition of the Term ''Contract''
- •§ 1.4 Contracts of Adhesion
- •§ 1.5 Formal and Informal Contracts
- •§ 1.6 Voidable Contracts
- •§ 1.7 Void Contracts
- •§ 1.8 Unenforceable Contracts
- •§ 1.9 Agreement Defined
- •§ 1.10 ''Bargain'' as a Contractual Expression
- •§ 1.11 Offer Defined
- •§ 1.12 Simultaneous Expressions of Assent: Contracts Without Offer and Acceptance
- •§ 1.13 What Is a Promise?
- •§ 1.14 Promise and Warranty
- •§ 1.15 Expressions of Intention, Hope, Desire, or Opinion
- •§ 1.16 Letters of Intent
- •§ 1.17 Illusory Promises
- •§ 1.18 N1 Assumpsit: Implied Assumpsit, Indebitatus or General Assumpsit, Special Assumpsit
- •[A] Implied Assumpsit
- •[B] Indebitatus or General Assumpsit
- •[C] Special Assumpsit
- •§ 1.19 Express and Implied Contracts
- •§ 1.20 Contract and Quasi Contract Distinguished
- •[A] Quasi Contract as a Source of Primary Rights
- •[B] Quasi Contract as a Remedial Device for Unwinding Failed Agreements
- •§ 1.21 General Contract Law, The Uniform Commercial Code, and the United Nations Convention on Contracts for the International Sale of Goods. [a] General contract law and the Restatements
- •[B] The Uniform Commercial Code.
- •[C] The United Nations Convention
- •§ 1.22 The Uniform Commercial Code as a Source of Common Law
- •§ 1.23 Unilateral Contracts Distinguished From Bilateral
- •Supp. To § 1.1 The Main Purpose of Contract Law Is the Realization of Reasonable Expectations Induced by Promises
- •Supp. To § 1.2 Legal Obligation Defined
- •Supp. To § 1.3 Definition of the Term ''Contract''
- •Supp. To § 1.4 Contracts of Adhesion
- •Supp. To § 1.6 Voidable Contracts
- •Supp. To § 1.7 Void Contracts
- •Supp. To § 1.9 Agreement Defined
- •Supp. To § 1.11 Offer Defined
- •Supp. To § 1.13 What Is a Promise?
- •Supp. To § 1.14 Promise and Warranty
- •Supp. To § 1.15 Expressions of Intention, Hope, Desire, or Opinion
- •Supp. To § 1.16 Letters of Intent
- •Supp. To § 1.17 Illusory Promises
- •Supp. To § 1.18 Assumpsit: Implied Assumpsit, Indebitatus or General Assumpsit, Special Assumpsit
- •Supp. To § 1.19 Express and Implied Contracts
- •Supp. To § 1.20 Contract and Quasi Contract Distinguished
- •Supp. To § 1.22 The Uniform Commercial Code as a Source of Common Law
- •Supp. To § 1.23 Unilateral Contracts Distinguished From Bilateral
- •Part I formation of contracts topic a offer and acceptance chapter 2 offers; creation and duration of power of acceptance
- •§ 2.1 Preliminary Negotiation
- •§ 2.2 Preliminary Communications Compared to Offers-Interpretation
- •§ 2.3 Request for an Offer Is Not an Offer-Auctions and Solicited Offers
- •§ 2.4 N1 Offer by Publication or Advertisement
- •§ 2.5 Quotation of Prices; Estimates
- •§ 2.6 Authority or Instructions to an Agent
- •§ 2.7 N1 Offers at the Supermarket or Self-Service Shop
- •§ 2.8 Partial Agreements-Agreements to Agree and Agreements to Negotiate
- •§ 2.9 Formal Document Contemplated by the Parties
- •§ 2.10 What Constitutes a Written Contract-There May Be a Series of Communications
- •§ 2.11 Delivery of a Document as the Final Expression of Assent
- •§ 2.12 Printed Terms on Billheads, Letterheads, Receipts, Baggage Checks, etc.
- •§ 2.13 Intention to Affect Legal Relations-Social Engagements, Gentlemen's Agreements, Jests and Sham Agreements
- •§ 2.14 Duration of Power of Acceptance Created by an Offer
- •§ 2.15 Missed Deadlines in Option Contracts
- •§ 2.16 Reasonable Time for Acceptance
- •§ 2.17 Effect of Delay in the Delivery of an Offer
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- •§ 2.18 Offers Are Usually Revocable
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- •§ 2.19 Notice of Revocation Necessary
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- •§ 2.20 Revocation Otherwise Than by Direct Notice
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- •§ 2.21 Revocation of General Offer by Publication
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- •§ 2.22 Irrevocable Offers-Meaning of ''Irrevocable''
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- •§ 2.23 Options Created by a Conditional Contract or Covenant
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- •§ 2.24 Contract to Keep an Offer Open
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- •§ 2.25 Effect of the Rule Against Enhancement of Damages
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- •§ 2.26 Offers Made Irrevocable by Statute and Public Policy
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- •§ 2.27 Deposits to Be Forfeited in Case of Revocation
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- •§ 2.28 Irrevocable Offers Under Seal
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- •§ 2.29 Revocation After Part Performance or Tender by the Offeree
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- •§ 2.30 Real Estate Brokerage and Other Agency Cases
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- •§ 2.31 N1 Effect of Action in Reliance That Is Not Part Performance
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- •§ 2.32 N1 Part Performance and the Indifferent Offer
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- •§ 2.33 When a Standing Offer of a Series of Separate Contracts Is Irrevocable
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- •§ 2.34 Effect of Death or Insanity on Power of Acceptance
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- •§ 3.2 In a Bargaining Transaction, Only the Offeree Has Power to Accept
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- •§ 3.3 Assignment of Power by an Option Holder-Irrevocable Offers
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- •§ 3.4 Motive With Which Offeree Renders Performance
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- •§ 3.5 Knowledge of Offer as a Pre-requisite to Acceptance
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- •§ 3.6 Knowledge of the Offer After Part Performance Already Rendered
- •Illustration 1
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- •§ 3.7 Acceptance ''Subject to Approval'' by a Third Party
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- •§ 3.8 Acceptance by Overt Act
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- •§ 3.9 Unilateral Contract-Acceptance by Beginning Requested Performance
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- •§ 3.10 Acceptance of a Published Offer of a Reward for Action or Contest Prize
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- •§ 3.11 When the Words ''I Accept Your Offer'' Would Be Ineffective
- •90 Of 174 documents
- •§ 3.12 Acceptance by Forbearance From Action
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- •§ 3.13 When Notice of Acceptance Is Necessary
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- •§ 3.14 Notice as a Requisite of Guaranty and Letters of Credit
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- •§ 3.15 Notice as a Condition Distinguished From Notice as an Acceptance
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- •§ 3.16 Offer of a Promise, Requesting Non-promissory Action in Return
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- •§ 3.17 Offer of an ''Act'' for a Promise
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- •§ 3.18 Silence as a Mode of Acceptance
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- •§ 3.19 Can Offeror Make Silence Operate as Acceptance?
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- •§ 3.20 Belated or Conditional Acceptance Followed by Offeror's Silence
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- •§ 3.21 Silence Plus Additional Circumstances
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- •§ 3.22 Multiple Acceptances
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- •§ 3.23 Alternative Modes of Acceptance
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- •§ 3.24 Acceptance by Post
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- •§ 3.25 Acceptance by Telephone or Other Electronic Means
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- •§ 3.26 Withdrawal of a Letter of Acceptance From the Mails
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- •§ 3.27 Acceptance by Telegraph-When Operative
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- •§ 3.28 Acceptance Must Manifest Assent and Be Unconditional
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- •§ 3.29 An Acceptance May Be Unconditional Even Though the Acceptor Makes a Conditional Promise
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- •§ 3.30 Acceptance Not Conditional, Even Though Grumbling or Accompanied by a Request or by a New Offer
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- •§ 3.31 Subsequent Erroneous Interpretation Does Not Make an Acceptance Conditional
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- •§ 3.32 Attempts by the Offeree to Restate in the Acceptance the Terms of the Offer
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- •§ 3.33 Attempts by the Offeree to State in the Acceptance the Legal Operation of the Agreement
- •112 Of 174 documents
- •§ 3.34 Mode of Acceptance Can Be Prescribed by the Offeror
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- •§ 3.35 Counter-Offers and Their Effect
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- •§ 3.36 Power to Accept an Offer Is Terminated by a Counter-Offer or Conditional Acceptance
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- •§ 3.37 Conditional Acceptances and Counter-Offers Under the Uniform Commercial Code and the United Nations Convention
- •116 Of 174 documents
- •§ 3.38 A Counter-Offer or Rejection by One Who Has a ''Binding Option'' or an Irrevocable Offer Does Not Terminate the Power of Acceptance
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- •§ 3.39 Power of Acceptance Not Terminated by a Counter-Offer if Either Offeror or Offeree So Prescribes
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- •§ 3.40 Inquiries and Separate Offers Distinguished From Counter-Offers
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- •§ 3.41 Effect of Rejection of an Offer
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- •§ 4.2 Time of Performance Indefinite-Promises of ''Permanent'' Employment-At Will Employment
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- •§ 4.3 Indefiniteness of Price or Terms of Payment-Money as a Commodity
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- •§ 4.4 Agreed Methods of Determining the Price or Amount
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- •§ 4.5 N1 Reasonable Price-Quasi-Contractual Remedy After Performance
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- •§ 4.6 Uncertainty of Subject Matter to Be Exchanged for Price; Requirements and Output Contracts
- •156 Of 174 documents
- •§ 4.7 Effect of Subsequent Verbal Clarification or Action by the Parties
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- •§ 4.8 Subsequent Action May Create a Quasi Contract
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- •§ 4.9 Mistake-Difficulty and Complexity of the Subject
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- •§ 4.10 Mistake as to the Words Used, or as to the Meaning Given to Words and Expressions
- •160 Of 174 documents
- •§ 4.11 Mistake in Transmission of Messages
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- •§ 4.12 Objective and Subjective Theories
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- •§ 4.13 Mutual Assent-''Meeting of the Minds''
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- •§ 4.14 Auction Sales-Offers to Sell and to Buy
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[C] The United Nations Convention
An attempt at world-wide unification of law is being made under the aegis of various branches of the United Nations. One of these, the United Nations Commission on International Trade Law, (UNCITRAL), was the body under whose auspices a treaty concerning international sales of goods was written, approved at a diplomatic conference and ratified by the United States. It, too, is the law of the land. For it to apply, the seller and buyer must have places of business in two different countries.n25
Legal Topics:
For related research and practice materials, see the following legal topics:
Contracts LawSales of GoodsGeneral OverviewCommercial Law (UCC)Sales (Article 2)General OverviewCommercial Law (UCC)General Provisions (Article 1)Application & ConstructionGeneral OverviewContracts LawGeneral OverviewCommercial Law (UCC)General Provisions (Article 1)Application & ConstructionChoice of LawInternational Transactions
FOOTNOTES:
(n1)Footnote 1. See Patrick S. Atiyah, Contracts, Promises and the Law of Obligations, 94 L.Q.Rev. 193, 199-201 (1978); Addison Mueller, Contract Remedies: Business Fact and Legal Fantasy, 1967 Wis.L.Rev. 833; see also Grant Gilmore, The Death of Contract (1974). For a good analysis of this thesis, see Richard E. Speidel, An Essay on the Reported Death and Continued Vitality of Contract, 27 Stanford L.Rev. 1161 (1975).
(n2)Footnote 2. Lawrence M. Friedman and Stewart Macaulay, Contract Law and Contract Teaching: Past, Present and Future, 1967 Wis.L.Rev. 805.
(n3)Footnote 3. Neil J. Dilloff, A Contractual Analysis of the Military Enlistment, 8 U. Richmond L.Rev. 121 (1974).
(n4)Footnote 4. Stewart Macaulay, Private Legislation and the Duty to Read-Business Run By IBM Machine, the Law of Contracts and Credit Cards, 19 Vand.L.Rev. 1051 (1966).
(n5)Footnote 5. Clyde W. Summers, Collective Agreements and the Law of Contracts, 78 Yale L.J. 525 (1969).
(n6)Footnote 6. Hugo Grotius, The Rights of War and Peace, book II, chs. 11, 12 (Whewell trans. 1853).
(n7)Footnote 7. Civil Code of the R.S.F.S.R., part III (Gray and Stults trans. 1965).
(n8)Footnote 8. ''[I]n any intellectual enterprise ... there must always be a certain difference between theory and practice or experience. A theory must certainly be simpler than the factual complexity or chaos that faces us when we lack the guidance which a general chart of the field affords us. A chart or map would be altogether useless if it did not simplify the actual contours and topography which it describes ... No science offers us an absolutely complete account of its subject matter. It is sufficient if it indicates some general pattern to which the phenomena approximate more or less. For practical purposes any degree of approximation will do if it will lead to a greater control over nature than we should have without our ideal pattern. But for theoretic purposes we need the postulate that all divergences between the ideal and the actual will be progressively minimized by the discovery of subsidiary principles deduced from, or at least consistent with, the principles of our science.'' Morris R. Cohen, Reason and Law 63-64 (Free Press ed. 1950).
(n9)Footnote 9. Jorge L. Borges, A Universal History of Infamy 141 (di Giovanni trans., E.P. Dutton & Co. 1972).
(n10)Footnote 10. See § 1.4 above.
(n11)Footnote 11. Among his most significant works are Ian R. Macneil, The New Social Contract (New Haven 1980); Macneil, The Many Futures of Contract, 47 So.Calif.L.Rev. 691 (1974); Macneil, Restatement (Second) of Contracts and Presentation, 60 Va.L.Rev. 589 (1974). Stewart Macauley has made much the same point in Macauley, Non-Contractual Relations in Business: A Preliminary Study, 28 Am.Sociological Rev. 55 (1963).
(n12)Footnote 12. For a fuller discussion, See Preface, Restatement of Contracts (1932).
(n13)Footnote 13. See Robert Braucher, Freedom of Contract and the Second Restatement, 78 Yale L.J. 598, 616 (1969).
(n14)Footnote 14. W.A. Gewes, The Romance of the Law Merchant vi (London 1923). The coverage and scope of the law merchant can be garnered by looking at the topic headings in Consuetudo, vel, Lex Mercatoria, or the Ancient Law-Merchant, Divided in Three Parts, according to the Essential Parts of Traffick, by Gerard Malynes, Merchant (London 1685, 1981 reprint).
(n15)Footnote 15. See William A. Schnader, A Short History of the Preparation and Enactment of the Uniform Commercial Code, 22 U.Miami L.Rev. 1 (1967); James J. White and Robert S. Summers, Uniform Commercial Code 1-22 (3d ed.1988).
(n16)Footnote 16. The citation ''U.C.C. § 2-238'' indicates that the provision is in Article 2. The citation ''U.C.C. § 3-211'' indicates the provision is in Article 3.
(n17)Footnote 17. Article 2A is the topic of a symposium. 39 Alabama L.Rev. 559 (1988).
(n18)Footnote 18. The term ''goods'' is defined in § 2-105, with a cross reference to § 2-107.
(n19)Footnote 19. See Miller v. Preitz, 422 Pa. 383, 221 A.2d 320 (1966) ; Comment, The Jurisprudence and Judicial Treatment of the Comments to the Uniform Commercial Code, 75 Cornell L.Rev. 962 (1990).
(n20)Footnote 20. The result of having two sets of contract rules has been criticized. Samuel Williston, The Law of Sales in the Proposed Uniform Commercial Code, 63 Harv.L.Rev. 561 (1950); but see Arthur L. Corbin, The Uniform Commercial Code-Sales; Should it be enacted?, 59 Yale L.J. 821 (1950).
(n21)Footnote 21. U.C.C. § 1-103.
(n22)Footnote 22. See § 1.22
(n23)Footnote 23. Nelson v. Union Equity Co-op Exch., 548 S.W.2d 352, 355, 95 A.L.R.3d 471 (Tex.1977) .
(n24)Footnote 24. See George I. Wallach, The Law of Sales Under the U.C.C. § 1.06[1][b] (1981); John F. Dolan, The Merchant Class of Article 2: Farmers, Doctors and Others, 1977 Wash. U. L. Q. 1, Annot., 95 A.L.R.3d 484 (1979). It has been held that a person who makes a yearly purchase and resale of a yacht is not a merchant. Czarnecki v. Roller, 726 F.Supp. 832 (S.D.Fla.1989) . Similarly, a bank that repossesses and resells five cars a year is not an automobile merchant. Joyce v. Combank/Longwood, 405 So.2d 1358 (Fla.App.1981) .
(n25)Footnote 25. The Convention is thoroughly analyzed in John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention (1987).