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A

Enforceable

1

Rejection does not end offer under option w/ consid: offeree may COUNTERMAND a rejection of the offer by a subsequent acceptance, if still w/in time allotted

2

Even nominal consid okay

3

Note offer may specify conditions under which it would expire / be revoked.  This is legit.  (Ragosta)

III

NO CONSID

A

FIRM OFFER RULE: options w/o consid are unenforceable

B

EXCEPTIONS to firm offer rule:

1

Consid, even nominal, sufficient to make firm offer into enforceable option

2

PROMISSORY ESTOPPEL makes firm offer enforceable

a

ELTS:  (Star Paving) (Rest § 90)

i

Promise

ii

AND r’ble expectation of reliance

iii

AND actual reliance

iv

AND definite and substantial injury

v

AND to deny recovery would be unjust

3

UCC exception for sale of goods w/ ELTS:  (UCC § 2-205)

a

Offeror is a merchant

b

AND offer is in writing, signed

c

AND offer must contain an assurance that it will be held open

d

AND period of irrevocability must be <= 3 mos

IV

Bids for a contract create an OPTION (enforceable) though no consid given by promissory estoppel.  (Drennan)

V

EISENBERG thinks firm offer should be enforceable b/c promise made in exchange for increased likelihood of making a deal

Acceptance

I

What kind of acceptance is required?

A

Offer for bilateral K

1

Offer that requires acceptance by PROMISE

a

Promise required to accept

i

Part perf doesn’t accept (unless perf begins w/ OWNER’S KNOWLEDGE)

1

Ex: 1/2 A says to B, I promise to pay you $500 if you promise to paint my house.  I must have your answer by 1/5.  1/4, while A is away, B starts painting.  1/5, A calls B and revokes.  There is no K b/c B never accepted in stipulated form, a promise.  (No reliance here, b/c it was unr’ble for B to start perf w/o accepting)

ii

EXCEPTION: FULL PERF may accept

2

Method of acceptance

a

Any r’ble means unless means UNAMBIGUOUSLY SPECIFIED.  (Rest § 30(2)) (UCC § 2-206(1))

b

Offeree may begin perf w/ OWNER’S KNOWLEDGE

c

Silence may be acceptance (see below)

3

Offeror’s notification of acceptance

a

Notification of acceptance gen’y not req’d unless form of offer shows it to be req’d.  (International Filter)

i

If no notification given in usual course of business, then not req’d

b

If notification req’d, no particular form of notification req’d unless K specifies.  (International Filter)

i

Only req’t is that r’ble person would consider valid notification.

13

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