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iii

Ex 3: B replies, “I am keeping your offer under advisement, but if you wish to close the matter at once I will give you $4,800.”  A doesn’t reply.  B accepts at $5,000 w/in 30 days.  K valid

b

A offers to sell land to B at $2000.  B replies, “Give me your lowest cash price.  I’ll pay $1,800 cash.”  A responds, “I can’t reduce the price.”  B accepts.  K is valid: A’s response, “I can’t reduce the price” impliedly kept offer open after rejection of B’s offer would otherwise have ended it

E

REVOCATION

1

Revocation effective if offeree receives notice from offeror of an intent to revoke.  (Dickinson) (Payne) (Rest § 42)

a

EXCEPTIONS:

i

Indirect revoc: revoc effective offeror takes an action inconsistent w/ intention to enter K, and offeree gets RELIABLE word of it.  (Rest § 43)

1

Ex: offeree gets words that offeror has sold to someone else.  (Dickinson)

ii

Offer to public at large (e.g., reward) may be made in same mechanism as orig offer.  Option is terminated even for those who didn’t see the revocation

iii

Enforceable options, below

2

Recall revocation effective gen’y upon receipt, but Cal effective on DISPATCH

3

Revocation of unilateral contracts

a

Ex: Mow my lawn all summer and I’ll pay you $500

b

Trad’l rule = unilateral K can only be accepted by completion of full perf of the act

c

Modern view = Part perf accepts the K — both parties bound.  (Rest § 45)

i

Rationale: unilateral K contains implied promise to hold offer open for r’ble time if offeree makes substantial beginning of perf.  Beginning perf in reliance on this promise provides consid to make this promise enforceable; then main offer is irrevocable

ii

— Note that problem here is that offeree still hasn’t accepted until full perf rendered, thus no K.  You could argue offeror therefore not liable for exp dams.  Alternate way to look at this is that unilateral K was actually bilateral, and rendering of part perf constituted a promise to render full perf.  Thus K formed as soon as perf began

d

Of course, offer may be revoked before perf begins.  (Then reliance might come into play)

e

Perf v. preparation for perf

i

Once you’ve started performing, K exists and breaching party will be liable for exp dams

ii

But if you’ve merely started preparing for perf, no K yet formed.  Offer may be revoked

1

B/c no K yet, no exp dams

2

But you may still get reliance dams on promissory estoppel theory

4

Summary: offer is freely revocable UNLESS offeror has promised to hold it open, and promise is supported by consideration, OR there was reliance

F

BY OPERATION OF LAW

1

Death or incapacity of offeror closes offer

IV

Shipment of non-conforming goods

A

Shipment of non-conforming goods constitutes an ACCOMMODATION COUNTEROFFER if there is NOTICE that the goods are non-conforming.  (UCC § 2-206(1))

B

If buyer uses the goods, that is an acceptance of the counter-offer

C

If the seller ships non-conforming goods w/o notice that offer is accommodation counteroffer, he has ACCEPTED buyer’s offer and simultaneously BREACHED the offer

Offer — Options

I

Two situations: consid given, no consid given

II

CONSID GIVEN

12

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