X hits on this document

90 views

0 shares

0 downloads

0 comments

14 / 33

c

Offer may expressly WAIVE notice req’t.  (International Filter — order says “order becomes contract when approved by officer of Filter Co.”  If other party calls to revoke after order approved, but before notice of acceptance given, revocation too late)

d

Recall mailbox rule (See Mechanics above)

B

Offer for unilateral K

1

Acceptance only by perf, not by promise

2

Offeror’s notification of acceptance

a

Ordinarily, NOT REQ’D until perf complete.  (Carbolic Smoke Ball) (Rest § 54(1))

b

EXCEPTION: when act itself would not ordinarily come to offeror’s attn.  (Bishop) (Rest § 54(2))

i

Then notice is req’d w/in r’ble time of acceptance (that is, performance)

ii

This means that offeror can REVOKE even after perf, if he doesn’t get notice w/in r’ble time

c

UCC holds notice req’d w/in r’ble time of acceptance (perf) regardless.  (UCC § 2-206(2))

3

Offeree’s knowledge of offer / intent

a

KNOWLEDGE of the offer is necy for acceptance

b

But you can accept through perf even if you would have performed the act anyway, w/o a K.  (Klockner)

i

Perf need not be induced solely by offer of compensation — act need only be given w/ intent of accepting the offer

ii

Ex: reward for info about a thief.  May be motivated by goals other than the reward, but you still expect the reward

iii

HOWEVER, where you do the act involuntarily (e.g., cops interrogate you), maybe no K

C

If Ambiguous whether bilateral / unilateral

1

That is, ambiguous whether acceptance req’d by perf or by promise

2

Offer may be accepted either by promising to perform or by performing.  (Rest § 32) (Klockner)

3

UCC same: unless otherwise stipulated, offer may be accepted by any means r’ble in circums.  (UCC § 2-206)

II

The effect of using a subcontractor’s bid

A

Recall sub’s offer IS BINDING on sub through promissory estoppel

B

Inclusion of party as proposed sub in general bid is not an acceptance

1

But parties can STIPULATE OTHERWISE (that is, that if general gets bid, he’ll be bound to use this sub)

2

Some statutes, however, make inclusion of sub in general bid binding, unless sub is unwilling or unable to perform

3

And, in some juris’s, b/c of CUSTOM general is bound to use sub

C

Cts will tend to want to bind generals, however, if they’ve been bid shopping

D

UCC has contrary view: general’s use of sub’s bid is an acceptance.  (??? TODO WHAT SECTION?)

III

Silence as acceptance

A

Silence and inaction, incl failure to reject, does not constitute acceptance.  (Vogt)

B

EXCEPTIONS:

1

Implied-in-fact K: “silence” means INACTION.  So auctioneer banging gavel may be silence, but it is ACCEPTANCE.  Similarly, a point and a nod may be offer and acceptance

2

Where through previous dealings or other past conduct offeree has led offeror to believe that silence = acceptance.  (Rest § 69)

3

Where offeror has given offeree reason to understand that silence will manifest acceptance, and offeree intends to accept.  (Rest § 69)

a

Ex: A writes to B saying, “I’ll give you $500 for your car.  If you don’t write w/in 5 days, I’ll assume offer accepted.”  If B doesn’t intend to accept, and doesn’t reply, then no K b/c silence not acceptance.  But if B DOES intend to accept, and doesn’t reply, then K IS FORMED under this exception

14

Document info
Document views90
Page views90
Page last viewedThu Dec 08 02:20:40 UTC 2016
Pages33
Paragraphs2462
Words15966

Comments