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Contracts agreement ppt business law

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Contracts agreement ppt business law

Contracts agreement ppt business law

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  • 1. Contracts: Agreement
  • 2. Introduction
    • Agreement = offer and acceptance.
    • Parties must show mutual assent to terms of contract.
    • Once an agreement is reached, if the other elements of a contract are present, a valid contract is formed.
  • 3. §1: Requirements of the Offer
    • Offeror’s serious intention.
    • Definiteness of terms.
    • Communication to Offeree.
  • 4. Offeror’s Serious Intention
    • Contract is judged by what a reasonable person in the Offeree’s position would conclude about the offer.
      • Case 10.1: Lucy v. Zehmer (1954).
    • Offers made in anger, jest, or undue excitement are usually not offers.
    • Expressions of opinion are not offers.
    • Statements of Intention or preliminary negotiations are are not offers.
    • Advertisements, Catalogues, Price Lists, and Circular are treated as Invitations to negotiate and not as offers.
  • 5. Offer-Definiteness of Terms
    • Terms (Expressed or Implied).
      • Identification of the parties.
      • Object or subject matter of the contract.
      • Consideration to be paid.
      • Time of payment, Delivery, or Performance.
    • Case 10.2: Satellite Entertainment Center v. Keaton (1997).
  • 6. Offer-Communication
    • Offeree’s knowledge of the offer:
      • Directly by the Offeror.
      • Use of Agents.
  • 7. §2: Termination of the Offer
    • An offer may be terminated prior to acceptance by either:
      • Action of the Parties; or by
      • Operation of Law.
  • 8. Termination by Action of the Parties [1]
    • Revocation of the offer by the Offeror:
      • Offer can be withdrawn anytime before Offeree accepts the offer.
      • Effective when the Offeree or Offeree’s agent receive it.
      • Exceptions:
        • Irrevocable Offers.
        • Option Contract: Promise to hold an offer open for a specified period of time in return of consideration.
  • 9.
      • Exceptions ( Cont’d ):
        • Detrimental Reliance or Promissory Estoppel where Offeree relies on offer to his or her detriment, thus Offeror is barred from revoking the offer.
    • Rejection of the offer by the Offeree:
      • Rejection by the Offeree (expressed or implied) terminates the offer.
      • Effective only when it is received by the Offeror or Offeror’s agent.
    Termination by Action of the Parties [2]
  • 10. Termination by Action of the Parties [3]
    • Rejection by Offeree ( Cont’d ).
      • A counteroffer by the Offeree is a rejection of the original offer and making of a new offer.
    • Mirror Image Rule.
      • Offeree’s acceptance to match the the Offeror’s offer exactly.
  • 11. Termination by Operation of Law
    • Lapse of Time.
      • Offer terminates by law when the period of time specified in the offer has passed.
      • If no time period for acceptance is specified, the offer terminates at the end of a reasonable period of time.
    • Destruction of the Subject Matter.
  • 12. Termination by Operation of Law [2]
    • Death or Incompetence of the Offeror or Offeree.
    • Supervening Illegality of the Proposed Contract.
  • 13. §3: Acceptance
    • Acceptance is the
      • Voluntary act (expressed or implied),
      • by the Offeree that,
      • shows assent (agreement),
      • to the terms of an offer.
    • “ Mirror Image” Rule.
  • 14. Silence as Acceptance
    • Acceptance of Services by Silence.
      • Sometimes Offeree has a duty to speak.
    • Prior Dealings and Acceptance.
      • Silence can be acceptance if there are prior dealings.
    • Solicited Offers.
      • Offeree has a duty to reject.
  • 15. Mode and Timeliness of Acceptance
    • Mail Box Rule - Acceptance becomes effective on dispatch, providing that authorized means of communication is used. Offeree accepts by using the stipulated means of acceptance.
      • Offeror specifies (expressly or impliedly) how acceptance should be made.
      • Effective when dispatched (mailed, shipped).
  • 16. Means of Acceptance
    • Exceptions:
      • If acceptance is not properly dispatched by the Offeree.
      • If Offeror specifies that acceptance will not be effective until it is received.
      • If acceptance is sent after rejection, whichever is received first is given effect.
    • Unauthorized Means of Acceptance.
      • Not effective until it is received by the Offeror. If timely sent and dispatched it is considered to have been effective on its dispatch.
    • Case 10.3: Osprey LLC v. Kelly-Moore Paint Company (1999).
  • 17. § 4: Technology and Acceptance
    • Traditional rules provide framework for digital age.
    • But traditional rules may not apply to acceptances via Fed Ex, email, or fax.
    • Generally, ‘mailbox rule’ does not apply to online offers.