Contract Law: Offers and Termination

An offer can be terminated if the recipient rejects it, either through a counteroffer or directly refusing the offer.

A counteroffer implies the original offer was rejected and replaced with a new offer. It's a rejection in disguise.

If an offer doesn't specify a deadline, it'll expire automatically after a reasonable time. The timeframe depends on the type of deal and market conditions.

An offeror can revoke their offer any time before the offeree accepts it. This doesn't apply to options contracts, which are legally binding for a specific period.

If the offeror or offeree dies or becomes legally incapacitated, the offer automatically terminates.

The Mailbox Rule doesn't apply to rejections. A rejection is only effective when received by the offeror.

If an acceptance is already in the mail, but the offeree then sends a rejection, the acceptance often still reigns, depending on details in the Mailbox Rule doctrine.

The

When a party's attempt to accept an offer is actually a counteroffer, which rejects the original offer. The party cannot later revive the original offer.

The rule stating that an acceptance must exactly mirror the terms of the offer in order to be valid. Any change creates a counteroffer.

When the last form exchanged between parties governs the contract terms, often used in a

The UCC's approach to accepting terms when forms exchanged by parties don't match perfectly. It modifies common law rules to avoid 'last shot' scenarios.

A written acceptance that includes additional terms to the original offer. It can still be a valid acceptance under UCC §2-207, unless acceptance is conditional on assent to those terms.

Additional terms in an acceptance become part of the contract between merchants, unless certain exceptions apply.

An acceptance is considered conditional if it specifically states it is only valid if the other party agrees to the new or different terms.

A contract formed by the actions of parties even though their written forms don't match exactly, as per UCC §2-207(3).

The agreement between parties on which their writings match up, plus any gap-fillers from the UCC.

Terms included in a product packaging that the buyer becomes aware of after purchase. It can be controversial if it was assented to.

A case where a buyer purchased a computer and received additional terms in the box. The court held that the buyer's actions (keeping ,

A clause in a contract that requires disputes to be settled through arbitration instead of court proceedings.

The principle of 'mirror image' rule in contract law can lead to a scenario where the last form sent controls the terms of the agreement.

Acceptance of an offer is effective upon mailing, not upon receipt, as long as the acceptance is properly addressed and sent.

An offer can be revoked by the offeror before it is accepted, but the revocation must be received by the offeree before the acceptance is dispatched.

A promise to keep an offer open without consideration is not legally binding.

If the offeree learns, even indirectly, that the offeror has already sold the subject matter of the offer to someone else, the offer is effectively revoked.

A separate agreement supported by consideration that binds the offeror to keep an offer open for a specific time. This makes the offer irrevocable for that period.

A signed writing by a merchant in sale-of-goods transactions that promises to keep the offer open for a stated period, which can be a 'reasonable time' up to 3 months. No consideration is required.

An offer for a unilateral contract can be revoked at any time before the offeree has completely performed the requested action.

Once the offeree begins performance of an offer that invites acceptance by performance, the offer becomes irrevocable, creating an option contract.

If an offer can be accepted by either promise or performance, beginning performance may be treated as acceptance.

The classical approach to acceptance in unilateral contracts states that only the complete performance of the requested action constitutes acceptance of the offer.

A situation where a seller offers to sell something to a buyer, and the buyer takes a significant amount of time to accept the offer.

A theory that an offer can be revoked before it is accepted, but the revocation must be received by the offeree before the acceptance is dispatched.

A situation where the offeror dies before the offer is accepted. Generally, the offer is terminated upon the offeror's death.

A situation where the offeror dies before the offeree has accepted the offer, but the acceptance has already been mailed under the Mailbox Rule.

The offeree’s knowledge that the offeror has taken action inconsistent with the offer, such as selling the property to someone else, is enough to revoke the offer, even if the offeror didn’t explicitly revoke it.

Under the UCC, a seller can propose acceptance of an offer by conduct, such as retaining the product beyond a specified time period. This gives the vendor control over the offer and how it might be accepted.

The court in Hill found that the UCC's Battle of the Forms provision (Section 2-207) was irrelevant because there was only one written form - the seller's. This approach effectively eliminates the buyer's potential protections under Section 2-207.

The court in Klocek disagreed with Hill's interpretation of the seller being the master of the offer. It viewed the buyer's purchase as the offer, leading to contract formation before the seller's terms were introduced. Thus, the buyer's assent to those terms was required for them to be binding.

The court in Hill emphasized the practicality of reading contract terms; consumers have the opportunity to return the product if they are dissatisfied with the terms. This argument supports the use of shrinkwrap terms.

The court in Hill also referenced the federal policy favoring arbitration as part of their rationale for enforcing shrinkwrap terms containing arbitration clauses. This highlights the influence of specific policy considerations in contract interpretation.

The Mailbox Rule generally applies to acceptances of offers, not rejections. This means that a rejection of an offer is effective when it is received by the offeror.

In general, a unilateral offer can be revoked before the offeree completes full performance. However, the modern rule allows partial performance to make the offer irrevocable, creating an option for the offeree to finish.

Courts distinguish between counteroffers, which reject and replace the original offer, and mere inquiries, which merely seek clarification or modification without rejecting the original offer. Livingstone shows how a response can revive the original offer.

At common law, an option contract requires consideration. However, under the UCC, a merchant's signed writing can create a firm offer for a period of up to three months, even without consideration.

Courts are divided on how to handle shrinkwrap or clickwrap terms. The Seventh Circuit (Hill) approach enforces these terms as part of the initial offer, while Klocek emphasizes the buyer's express assent as necessary.

If a contract is fully formed before shrinkwrap terms are presented, those terms typically require the buyer's express assent to become part of the agreement. But if the buyer is deemed to have accepted the terms by keeping the product, those terms could apply.

Different legal approaches, whether common law or the UCC, consumer or merchant, partial performance or acceptance, and disclaimers in the forms all influence the interpretation of contract terms.

An offer can be terminated by explicit rejection, counteroffer, lapse of time, revocation by the offeror, or death/incompetency of the offeror.

The UCC 2-207 handles differing terms in contracts, particularly when merchants exchange forms. It specifically addresses additional and different terms, highlighting issues of assent, materiality, and the potential formation of a contract by conduct.