University of Georgia Terry College of Business LS 470 - Business Law I Dr. B-A's Word Outlines MUTUAL ASSENT: OFFER AND ACCEPTANCE A. Mutual Assent Definition I. Offer-Definition Requirements-3(DIC) 1. Definiteness negotiations case by case basis of determining major terms absent, no K terms can't be vague or impossible to determine if intent present, absence of incidentals not fatal,i.e., "performance to be w/i about a month" ads, circulars, catalogs, estimates, quotes, proposals, etc. offer must have enough for ct to fashion a remedy UCC - leniency allowed, but quantity required min & max output K reqirement K offeree must be definite - except reward 2. Intent intent to make offer rather than negotiate or suppose present intent ads, estimates-gen no intent, except to provide info Objective vs. subjective intent a. mistake of offeror b. jest c. anger d. great excitement e. signing w/o reading is a no-no unless fiduciary relationship fraud emergency at time of signing prevents it 3. Communication knowing of offer is not enough must be communicated by O'or or agent if to pub, not effec till indiv knows, i.e., rewards effec when rec'd, tho delayed, unless O'ee knows if delay apparent to O'ee accep effective only if commu to O'or w/i reasble time after offer wd normally be rec'd must bring O'ee's attn to info on back of form K II. Duration of Offers Terminated by (7) Pneumonic: DDRRIIL 1. Destruction of subject matter 2. Death of either 3. Rejection by O'ee effective when rec'd by O'or or her A ok to ask questions abt offer A. common law - counteroffer mirror image/matching acceptance rule - Battle of forms any deviation unacceptable terminates original offer B. UCC - acceptance w/varied terms rejects mirror image rule K to extent terms mesh if definite accep seasbl accep not cond upon O'or's accep of varied terms *Different terms do not become part of K - eliminated *Additional terms 1. betw non-merchants become proposals for addn to K must be accepted or rejected by O'or if not nego in, then eliminated 2. betw merchants become part of K unless (3) - offer lim to its terms - O'or objs w/i reasbl time of rec. add'l terms - add'l term materially alters offer *Written confirmation betw merchants not objected to w/i 10 days of rec binds both B & S 4. Revocation by O'or direct O'or takes offer back B4 accep effec when rec'd by O'ee indirect O'or does act inconsistent w/ viable offer O'ee can find out fr reliable source offer revocable any time prior to accep 3 exception a. option K b. unilat offer upon which perf begun mere preparatns not enuf c. merchant's firm offer - UCC sales of goods only given only by merch Reqs: assurances offer will be held open in writing signed by merchant not good over 90 days no consideration necessary 5. Adjudicated Insantity or incapacity of either 6. Illegality 7. Lapse of stated or reasonable time operation of law - notice to O'ee not req'd III. Acceptance manifestation of O'ee's willingness to be bound unilateral - act req'd bilateral - return promise req'd 1. can be accepted only by O'ee gen can't be assigned, tho K can option K can be assigned 2. must be unequivocal - see above 3. silence - gen not assent unless (any one ok) prior course of dealings O'ee leads O'or to think its assent circums indicate O'ee shd've replied 4. communication must be as O'or dictates if O'or doesn't dictate, any reasbl means 5. Deposited acceptance/mailbox rule accep effective when sent must be sent correctly acceptance of unilat offers under UCC - if offer to ship goods either ok: prompt shipment or promise to ship