The document discusses contract formation. It states that a contract is formed through mutual assent, which occurs when parties consent to the same terms at the same time through a process of offer and acceptance. An offer is a manifestation of willingness to enter a bargain that would cause a reasonable person to believe their assent would conclude the bargain. For a valid offer, there generally needs to be identification of the parties, description of the subject matter, time for performance, and price. Silence on some terms allows for reasonable terms to be determined later.

1. CONTRACTSCONTRACTS
QUICK SUBSTANTIVEQUICK SUBSTANTIVE
REVIEW OUTLINEREVIEW OUTLINE
FormationFormation

2. FORMATIONFORMATION
IN GENERALIN GENERAL
The parties must form an agreement byThe parties must form an agreement by
consenting to the same terms at the sameconsenting to the same terms at the same
time. They accomplish this by the processtime. They accomplish this by the process
of offer and acceptance. Once there is anof offer and acceptance. Once there is an
offer and an acceptance, the parties haveoffer and an acceptance, the parties have
arrived at mutual assent.arrived at mutual assent.

3. OFFEROFFER
An offer is the manifestation of willingness toAn offer is the manifestation of willingness to
enter into a bargain, so made as to justifyenter into a bargain, so made as to justify
a reasonable person in the position of thea reasonable person in the position of the
offeree in understanding that her assent toofferee in understanding that her assent to
that bargain is invited and will conclude it.that bargain is invited and will conclude it.

4. INTENTINTENT
Intent must be manifested through suchIntent must be manifested through such
words or acts that a reasonable personwords or acts that a reasonable person
would believe an offer is being made.would believe an offer is being made.
Lucy v. Zehmer, 196 Va. 493, 84 S.E.2dLucy v. Zehmer, 196 Va. 493, 84 S.E.2d
516 (1954).516 (1954).

5. ESSENTIAL TERMS OF ANESSENTIAL TERMS OF AN
OFFER (COMMON LAW)OFFER (COMMON LAW)
1.1. Identification of the partiesIdentification of the parties
2.2. Description of the subject matterDescription of the subject matter
3.3. Time for performanceTime for performance
4.4. PricePrice

6. Formation (cont’d)Formation (cont’d)
Note:Note:
 Silence on some of the terms above maySilence on some of the terms above may
be interpreted to mean that reasonablebe interpreted to mean that reasonable
terms may be determined at a later date.terms may be determined at a later date.
 (Article 2 of the UCC, which governs the(Article 2 of the UCC, which governs the
sale of goods only requires that quantitysale of goods only requires that quantity
be an essential term of the contract – allbe an essential term of the contract – all
other terms will be filled in appropriately.)other terms will be filled in appropriately.)

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