Contract Law: Offer and Acceptance

• Consensual agreement is a key requirement for a valid contract, needing offer and acceptance.
• Contracts are legal relationships between two or more individuals, all parties must agree to the terms.
• Agreement is reached through one party's offer and the other party's acceptance (Art. 130 Civ. T. L.).

Article 130 Civ. T. C.

• Contracts are made solely by offer and acceptance, subject to specific legal provisions.
• A contract is formed when the acceptance aligns with the offer.
• The parties must find common ground on rights and obligations, no specific form is required.
• Parties can choose how to express their Will, unless legally mandated to use a specific method.
• Verbal agreements, like selling a phone for an agreed price, create a binding contract.
• Each party is then obligated to fulfill their contractual duties.
• Agreement of Wills (consensual) occurs through offer and acceptance.
• Offer and acceptance are used to create a contract, where the first is an offer and the second is an acceptance.
• An offer initiates the potential for agreement, and agreement to that offer creates a contract.
• Lawyers consider valid offer constitution, revocation before acceptance, and legally binding contract creation.

Offer

• An offer is an initial proposal made by one person to others to enter a contract.
• Any individual can solicit an offer, regardless of their role in the contract.
• A sales contract can be offered by either the seller or the buyer.
• Acceptance is a subsequent response showing approval of the offer.
• A valid offer demonstrates the intent to be legally bound and clearly states the contract terms.
• An initiative reaches the level of an offer if it covers all the essential elements of the agreement.
• If lacking essential elements, it is "an invitation to contract".
• Essential elements include the nature of the contract: sale, lease, employment, carriage etc.
• It also includes each party's obligations like goods and price in sales, work and wage in contracts, transportation, and payment.
• The absence of these elements makes it an invitation to contract, not a binding offer.
• Accepting an invitation to contract does not create a valid contract due to the absence of a formal offer.
• Expressing the Will to sell a car without a price is an invitation to contract, not an offer.
• A third party specifying a price to buy the car makes a valid offer if all elements are complete.
• Creation of a contract then requires the car owner's acceptance.
• The person making the offer is the offeror, the recipient of the offer is the offeree.
• Offers can be directed to multiple individuals or an unspecified group if the counterparty's identity is unimportant.
• An advertisement in local newspaper for job recruitment is not a binding offer.
• The prospective employee's identity is essential for the employment contract.

Offer vs. Invitation to Contract

• Jurisdictions may treat the distinction between offers and invitations to negotiate differently.
• Article 134 Civ. T. C. differentiates selling goods with indicated prices from advertising sales through media.
• Presentation of priced goods/services is an offer, public announcements are invitations to contract.
• The distinction is important for determining binding nature and the legal effect of acceptance.
• A contract forms if the offeree accepts the received offer.
• A counterparty's acceptance of the proposal does not make a contract because an invitation to contract is not a binding offer.
• Negotiations, claims, and letters exchanged before the contract are preprimary acts with no legal effect.
• Offers bind the offeror who cannot revoke it during its duration.
• Invitations to contract do not have any mandatory character.
• Art. 134, Para 1 emphasizes legally binding offers to the public for showcasing priced, branded products.
• Such offers are common in commercial transactions.
• Paragraph 2 specifies that advertisements of goods, price lists to the public don't make legally binding offers.
• These are invitations to negotiate if they do not fall under the purview of paragraph 1.

Revocation of Offer

• Proposals that qualify as an offer can be withdrawn by the offeror before acceptance.
• Revocation is the act of withdrawing or canceling an offer, a statement/action that the offeror no longer intends to be bound.
• Art. 139 Civ. T. C. distinguishes between two cases.
• Offers not linked to a specific time are not legally binding, can be revoked/revised any time before acceptance.
• Offers with a validation period cannot be withdrawn until the period expires, the positive reaction of the party will be considered a new offer.

Termination of Offer

• Civil transactions provide cases where an offer terminates before acceptance (Arts. 136, 137, 138, 140 Civ. T. C.).
• "Termination of an offer" ends it before the offeree can accept.
• Termination is distinct from contract termination, as no contract has has been fully established.
• Once terminated, the offeror loses authority to execute it, as it can occur through the parties or legal principles.
• If the offer lacks a time limit, the offeror can revoke/modify it if the offeree hasn't taken a stance (Open-Ended Offer).
• An offer may end through time, with a reasonable duration for offerees to respond (Time-Stamped Validity).
• Time can depend on the contract's nature and agreements between the parties.
• Offerees can decline the offer, with rejection occurring when they communicate their intent to the offeror (Offer Rejection).
• The rejection is effective when the offeree becomes aware of it.
• Seeking additional information is distinct from presenting a counteroffer.
• Modifying the offer is equivalent to terminating the initial offer and presenting a counteroffer (Offer Modification).
• The other party must accept the revised offer from the offeree.
• Conditional acceptance is a counteroffer, agreeing to accept while introducing new terms (Conditional Acceptance).
• If the meeting concludes without acceptance, the offer terminates (Meeting Termination).
• If a party dies or becomes incapacitated before acceptance, the offer ends unless expressly irrevocable (Capacity Missing).

Acceptance

• Acceptance is agreeing to the introduced offer, meaning consenting to the conditions set by the offeror.
• An offeree can accept or reject an offer.
• Acceptance can be communicated through actions that clearly indicate the offeree's intention to accept.
• A contract is made if the intention to proceed is made explicitly e.g. handing over the money.

Silence Expression

• Important to distinguish between silence and implicit expression of Will.
• Implicit expression involves a positive situation that clearly conveys an individual's stance.
• Remaining at a job after contract expiration counts as implicit expression of Will.
• Silence is purely negative and does not indicate what the true intention is.
• Expressing one's Will can be done explicitly or implicitly, but silence is not permissible, but it can give an indication and be considered an exception to a general principle.
• Comparative legislations agree that silence does not express an offer in any way.
• The offer is one person's initiative to contract with others and needs affirmative action by the offeror.
• However, if silence is accompanied by circumstances/details that indicate a specific meaning, it can be an indication.
• Silence in the face of circumstance counts as acceptance in the face of legal or social requirements.
• Silence can't express acceptance, but circumstantial silence suggests acceptance only if the offeror expected a response if there was refusal and the silence is surrounded by clear indication.
• If two contractors have had a previous transaction and silence occurs in reference to that, the act of this constitutes acceptance.
• Offers may be sent without waiting for a response, however they must respond with refusal.
• Silence is acceptance if an offer benefits the addressed person.
• A tenant's silence regarding lessor's rent reduction offer is considered acceptance.
• Similarly, silence regarding a gift or the use of something is acceptance.

Acceptance in Auction Contracts

• Law mandates certain contracts, requiring the sell of assets in default of financial obligations are met.
• Law and individuals can choose to organize an auction, selling the assets themselves or through a representative.

Article 144 Civ. T. C.

• Auction contracts are only made if the bid is accepted.
• Once a higher offer is made, a previous offer lapses even if the higher offer is void.
• The auction ends should no bid be accepted.
• Two participants: the bidder and the seller. Auctioneer oversees but is not directly involved in the contract.
• Auctions scheduled at specific times are invitations to contract, not offers.
• Attending auctions doesn't imply acceptance.
• Sellers may set reserve prices for the minimum they'll accept, no acceptance is made if the bid stays below that.
• Auctions "without reserve" sell to the highest bidder, regardless of amount.
• During auctions, the auctioneer invites bids from buyers.
• Each bid is an offer to purchase the item. The previous offer is no longer valid when the item is "Sold!"
• Bidders can change their mind until hammer drops, and the auctioneer can withdraw the item.

Acceptance in Adhesion Contracts

• Freedom of Will is the fundamental principle, including bargaining for the terms of contracts.
• Economic goods and services may be monopolized, leading to acceptance of the seller's conditions.
• Legislators intervene to uphold fairness and represent weaker parties. Specific conditions in contracts should be addressed.
• Adhesion contracts (Aqid Al-Adhiean) use standard, non-modifiable forms from a seller or supplier (powerful party).
• The second party, consumers, have to approve without discussion due to their weak position.
• One party holds a significantly advantageous position.
• Acceptance in adhesion contracts is simple delivery on conditions similar to what his customers agree to. The offeror does not accept negotiations.
• Contracts are presented in advance and are in standard forms to consumers.
• The subject must be a good/service that is considered one of the necessities.
• Sellers/suppliers monopolize goods/services, with little competition.
• The Dubai Court of Cassation did not consider obtaining a credit card as an adhesion contract, the court could not modify it.
• Fairly representing interests of contracts and national legislation protects the weaker party.
• Any term is provided in the agreement, is also invalid; if it relieves the provider of one of the obligations.
• A national judge can intervene at the request of the weaker party to amend or remove any unfair terms.
• Terms for contractual justice shall be for the consumer.

Correspondence of Offer and Acceptance

• Contracts are made when an offer aligns with acceptance of all essential conditions.
• Parties can be present in one location or via videoconferencing or telephone.
• The parties are deemed present in terms of time, but absent in terms of place.

Key Terms for Contract Formation

• Article 141 Civ. T. C. states a contract is made when parties agree on essential elements.
• Non-essential clauses can be negotiated as a secondary matter.
• Postponing finalizing all terms is an option for the involved parties.
• If the parties agree on the essential elements, and matters of detail are left later, the contract is made.
• The judge can adjudicate on disputes.
• Encompassing parties to the contract so those in each identify, falls in the non-essential parts of an agreement depending on if people have agreement with one another.
• If parties offer to sell an object without the price being agreed upon, there is no contract.
• Parties agree on some core terms and leave others without agreement.
• Parties agree on all core terms but disagree on non-core terms after negotiations.
• Contract should not be made as such without agreement in the absence of negotiations on specific terms.

Reception theory

• Meeting of the offer and acceptance makes a contract, but can cause problems relating to the contract in which an offer is addressed.
• Additionality of any subjectivity is found in international practices or trade of sorts.
• Acceptance or offer is done in electronic communication, which will lead to noticing different times for the notifications to occur.
• Non-binding offer the offeror can issue and they can move the withdrawal of it.
• When acceptance produce its effect.
• In the course of communication and acceptance, when does its effect arise, acceptance becomes challenging as communications can take days to resolve.
• If an acceptance or offer is deemed received, it must be notified.
• Emirati law adheres to the reception theory, valid when the counterpart is recognized, only then should validity be fulfilled.
• Validity of an offer is made by the offeree but the principle applies to offer revocation.
• Moment the offeror receives it and it is deemed valid.
• Numerous countries state a contract to be binding once the offeree communicates their acceptance, this is called the transmission theory.
• In the United Kingdom this principle is known as the postal rule and the acceptance is considered when being sent the offeror.
• This concept can also be found in the United States and is referred to as the mailbox rule, it is considered when deposited.
• Acceptance posted by the offeree takes effect, even if a revocation has been dispatched.

Identifying Contract Session

• Contract has offer and acceptance aspects, so in order to explain a legally binding contract the legal notion of 'contract session' is relevant.
• Adopted by The Civ.T. C. finds with its influence from Islamic law
• The temporal or spatial structure that brings with one another.
• It ends when the parties issue valid acceptance, creating a binding contract, or an offer is rejected.
• Validity period is required is there cannot be a presentment for the contract's session.
• It includes acceptance through mail and direct means of acceptance.
• This approach enhances flexibility and showcases real practical transactions on the market.
• The timing of the contract is important to understand because contracts can fall apart is they do now how to treat those situations.

Types of Contract Sessions

• The texts of Civ. T. C. differentiate between contracting present to determine the exact time and place.

Contracting between Absent Individuals

• When a bond is not met with those that it may occur for, then the contract can be at a detriment, it should be known by the contractors and those that provide.

Article 142 Civ. T.C.

• What are the conditions of the contract.

Direct Electronic Contracting

• Contract made directly by simultaneous conversations is deemed present.
• Voice transmission allows parties to be in the "contract council", with the offeror informed of acceptance instantly.
• When contracting the location of contractors can be that of absentee's where physical proximity doesn't matter.
• Therefore the telephone contract means that it can be known via the acceptor's Acknowledgment. -What does it mean when a contract is made via telephone.

Article 143 Civ. T. C.

• An agreement which happens thru contracting with many similar parties.

Special Case

• Certain UAE Civil Transactions are made due to mutual case such as deposit or agency or a transaction.

Agency Contract

• The one whom is in an substitution of one who should conduct is known as the Principle, for all those who have that effect are known as that of principals.
• The agencies come in two types.

Agency Conditions

• Three conditions make valid agent actions

Replacement of Wills

-Agent must replaces the one where they derive the will and make it separate from there the principal.

Representation

• Agent must conduct it on the principals' behalf and name.

Adherence to Limits

• Agreements for the specified and it can be approved if those that approve, do so in the way by which rules should be followed.

Agency Legal Ramifications

-Relationship and the principle must be legal, there cannot be an exemption of legalities. -Agency's involvement includes an immediate execution.

Article 156 Civ.

• Must meet the conditions to have the contract, also cannot be done without that said principals should have the laws put into commercial practice.

Self Contract

• It is not permissible for those contract with themselves. -General concept where contracts get limited by the principal to whom gets approval of what they want to do as long there is no exception.
• General principle where all those that take place that must receive what should be applied.

Deposit Article 148 Civ. T. C.

• Payment must be made according to the contracts in order to ensure all goes to plan or else what will result will be one where customs may prevail

The Right to Retract from the Contract

• Regulates for those and ensures contract rights or the contractors must be aware of as it is irreversible.

Contract Confirmation

• Perspective that has deposit's that are those that want to confirm their legal obligations.