精选合同法大纲 - 美国法学院

Emanuel Law Outl ines

C o ntrac ts

Chapter 1

INTROD UCTI ON

I.MEANIN G OF"CONTRACT"

A.Definition:A"contract"is an agreement that th e law will enforce.

1.Written v. oral contracts:Although the word "contract"often refers to a written document, a writing is not alwaysnecessary to create a contract.An agreement may be binding on both parties even though it is oral. Some contracts,however,must be in writing under the Statute of Frauds.

II.SOURCES OF CONTRACT LAW

A.The UCC:Contract law is essentially common law, i.e. judge-made,not statutory.However, in every state but Louisiana, salesof goods are governed by a statute,Article 2 of the Uniform Commercial Code.

1. State enactments:A national drafting body, the National Conference of Commissioners of Uniform State Laws(NCCUSL) proposes revisions to various UCC Articles from time to time.Each state legislature then makes its owndecision about whether and when to adopt the proposed revision.a. 2003 Revision:The most recent NCCUSL revision of Article 2 is the 2003 Revision,which made some significantchanges, esp ecially in the area of electronic commerce.However,no state has yet adopted this revision, and it does notlook as though that revision will be adopted anywhere in the next few years.b.Our text:Therefore,when this Capsule (or this book) refers to an Article 2 provision,nearly always (and unlessotherwise specifically noted) the reference is to the pre-2003 version of Article,which has remained essentiallyunchanged since its original promulgation in 1957.

2.Common-law: If the UCC is silent on a particular question, the common law of the state will control. See UCC § 1-

103.

精选资料

Chapter 2

OFFER AND ACCEPTANCE

I. INTENT TO CONTRACT

A.Objective theory of contracts:Contract law follows the objective th eory of contracts.Tha’t is,a party’ s intent is deemed to bewhat a reasonableperson in the position of the other party would think that the first party s objective’manifestation of intentmeant. For instance,’in deciding whether A intended to make an offer to B, the issue is whether A s conduct reasonablyindicated to one in B s position that A was making an offer.

Example:A says to B, "I’ ll sell you my house for$1,000." If one in B’ s position would reasonably have believed that A wasserious,A will be held to have made an enforceable offer, even if subjectively A was only joking.

B.Legal enfo rceability:The parties ’ intention regarding wheth er a contract is to be legally enforceable will normally be effective.Thus if both parties intend and desire that their "agreement"not be legally enforceable, it will not be.Convers ely, if both desirethat it be legally enforceable, it will b e even if the parties mistakenly b elieve that it is not.

Example:Both parties would like to be bound by their oral understanding,but mistakenly believe that an oral contract cannot beenforceable.This arrangement will be enforceable, assuming that it does not fall within the Statute of Frauds.

1.Presumptions:Whe"re the evi"dence is ambiguous about whether the p arties intended to b e bound, the court will followthese rules: (1) In a b usiness context, the court will presume that the parties intended their agreement to be legallyenforceable; (2)but in a social or domestic situation, the presumption will be that legal relations were n ot intended.Example:Husband promises to pay a monthly allowance to Wife,with whom he is living amicably. In the absence ofevidence otherwise, this agreement will be presumed not to be intended as legally binding, since it arises in a domestics ituatio n.

C. Intent to put in writing later: If two parties agree (either orally or in a brief writing) on all points,but decide that they willsubsequently put their entire ag’reement into a more formal written do cument later, the preliminary agreement may or may not bebinding. In general, the parties intention controls. (Example: If the parties intend to be bound right away based on their oralagreement, they will b e bound even tho ugh they exp ressly provid e for a later formal written document.)

1.Where no intent manifested:Where the evidence of intent is ambiguous, the court will generally treat a contract asexisting as soon as the mutual assent is reached, even if no formal document is ever drawn up later.But for very largedeals (e.g.,billion dollar acquisitions), the court will probably find no intent to be bound until the formal document issigned.

II.OFFER AND ACCEPTANCE GENERALLY

A.Definitions:

1. "Offer"defined:An offer is "the manifestation of willingness to enter into a bargain,"which justifies another personin understanding that his assent can conclude the bargain. In other words,an offer is something that creates a power ofac ceptan ce.

2. "Acceptance" defined:An acceptance of an offer is "a manifestation of assent to the terms thereof made by theofferee in a manner invited or required by the offer."

Example:A says to B, "I’ ll sell you my house for$100,000, if you give me a check right no’w for$10,000 and promiseto pay the rest within 30 days."This is an offer. If B says, "Here is my$10,000 check, and I ll have the balance to you

精选资料

next week," this is an acceptance.After the acceptance occurs, the parties have an enforceable contract (assuming thatthere is no requirement of a writing, as there probably would be in this situation).

B.Unilateral vs.bilateral contracts:An offer may propose either a bilateral or a unilateral contract.

1.Bilateral contract:A bilateral contract is a contract in which both sides make promises. (Example:A says to B, ""Ipromise to pay you$1,000 on April 15 if you promise now that you will walk across the’Brooklyn Bridge on April 1.

This is an offer for a bilateral contract, since A is proposing to exchange his promise for B s promise.)

2.Unila’teral contract:A unilateral contract is one which involves an exchange of the offeror’ s promise for theofferee s act.That is, in a unilateral contract th e offeree does not make apromise,but instead simply acts.

Example:A says to B, "If you walk across th’e Brooklyn Bridge, I promise to pay you$1,000 as soon as you finish."Ahas proposed to exchange his promise for B s act of walking across the bridge.Therefore,A has proposed a unilateralco ntract.

III.VALIDITY OF PARTICULAR KINDS OF OFFERS

A" .Offer m"ade in jest:An offer which the offeree knows or should know is made in jest is not a valid offer.Thus even if it isaccepted, no contract is created.

B.Preliminary negotiations: If a party who desires to contract solicits bids, this solicitation is not an offer, and cannot be accepted.Instead, it merely serves as a basis for preliminary negotiations.

Example:A says, "I would like to sell my hou’ se for at least$100,000."This is almost certainly a solicitation of bids,rather than anoffer, so B cannot "accept"by saying, "Here s my check for$100,000."

C.Advertisements:Most advertisements appearing in newspapers, store windows, etc., are’not offers to sell.This is b ecaus e theydo not contain sufficient words of commitment to sell. (Example:A circular stating, "Men s jackets, $26 each,"would not be anoffer to sell jackets at that price,b ecaus e it is too vague regarding quantity,duration,etc.)

1. Specific terms: But if the advertisement contains specific words o’f commitment, especially a promise to sell aparticularnumber of units, then it may be an offer. (Example: "100 men s jackets at$26 apiece, first come first servedstarting Saturday," is so specific that it probably is an offer.)

2.Words of commitment:Look for words of commitment – these suggest an offer. (Example: "Send three box topsplus$1.95 for your free cotton T-shirt," is an offer even though it is also’an advertisement; this is b ecause the advertiseris committing himself to take certain action in response to the consumer s action.)

D.Auctions:When an item is put up for auction, t"his is usually not"an offer,but is rather a solicitation of offers (bids) from theaudience. So unless the sale is expressly said to be without reserve, the auctioneer may withdraw the goods from the sale evenafter the start o f bidding.See UCC § 2-328(3).

IV.THE ACCEPTAN CE

A.Who may accept:An offermaybe accepted onlybyapersonin whom theofferorintendedto createapower ofacceptance.Example:O says to A, "I offer to sell you my house for$100,000."B overhears, and says, "I accept."Assuming that O’ s offerwas reasonably viewed as being limited to A,B cannot accept even though the consideration he is willing to give is what O said hewanted.

B.Offeree must know of offer:An acceptance is usually valid only if the offeree knows of th e offer at the time of his allegedacceptan ce.

精选资料

1.Rewards:Thus if a reward is offered for a p articular act, a person who does the act without knowing about the rewardcannot claim it.

C.Method of acceptance:The offeror is the "master ofhis offer."That is, the offeror may prescribe the method by which theoffer may b e accepted(e.g.,by telegram,by letter,by mailing a check,etc.).

1.Where method not specified: If the offer does not specify the mode of acceptance, the acceptance may be given inany reasonable method.

2.Acceptance of unilateral contract:An offer fo r a unilateral contract is accepted by fullperformance of the requestedact.

Example:A says to B, "I’ ll pay you$1,000 if you cross the Brooklyn Bridge."This can onlybe accepted by A’ s act ofcompletely crossing the bridge. (However, the offer will be rendered temporarily irrevocable once B starts to perform,asdiscussed below.)

3.Offer invites either promise or performance: If the offer does not make clear whether acceptanceis to occur throughapromise orperformance, the offeree may accept by eitherapromise orperformance.a. Shipment of goods: For instance, if a buyer of goods places a "purchase order" that does not state howacceptance is to occur, the seller may accept by either promising to ship the goods,or by in fact shipping thegoods.UCC § 2-206(1)(b).b.Accommodation shipment: If the seller is "accommodating" the buyer by ship"ping what the seller knows"and says are non-conforming goods, this does not act as an acceptance. In this accommodation shipmentsituation, the seller is making a counter-offer,which the buyer can then either accept or reject. If the buyeraccepts, there is a contract for the quantity and type of goods actually sent by the seller,not for those originallyordered by the buyer. If the buyer rejects,he can send back the goods. In any event, seller will not be found tobe in breach.UCC § 2-206(1)(b).

4.Notice of acceptance of unilateral contract:Where an offer looks to a unilateral contract,most courts now hold thatthe offeree must give notice of his acceptance after he has done the requested act. If he does not, the contract that wasformed by the act is discharged.

Example:A says to B, "I’ ll pay you$1,000 if you cross the Brooklyn Bridge by April 1."B crosses the bridge on time.As soon as’B crosses, a contract is formed.But if B does not notify A within a reasonable time thereafter that he hasdone so,A s obligation will be discharged.

5.Acceptance by silence:Generally, an offer cannot be accepted by silence.But there are a few exceptions:a. Reason to understand: Silence can constitute acceptance if the offeror has given the offeree reason tounderstand that silence will constitute acceptance, and the offeree subj ectively intends to be bound.b.Benefit of services:An offeree who silently receives the benefit of services (but not goods)will be held tohave accepted a contract for them if he: (1) had a reasonable opportunity to reject them; and (2) knew orshould have known that the provider of the services expected to be compensated.c.Prior conduct:Theprior course ofdealing may make it reasonable for the offeree’ s silence to be construedas consent. (Example:E’ach time in the past,Seller responds to purchase orders from Buyer either by shipping,or by saying, "We do’n t have the item." If Seller now remains silent in the face of an order by Buyer for aparticular item,Seller s silence will constitute an acceptance of the order.)

精选资料

d.Acceptance by dominion:Where the offeree receives goods, and keeps them, this exercis e of"dominion" islikely to be held to be an acceptance.

6. ‚Implied-in-fact‛ contracts:Situations in which the parties do not expressly exchange an o ffer and acceptance,butin‚which they indicate by their conduct their understanding that a contract is being formed, are sometimes calledimplied-in-fact contracts.a.Benefit of services:For instance, an offeree who silently receives the benefit of services will be held to haveaccepted a contract for them if he: (1)had a reasonable opportunity to reject them; and (2) knew or shouldhave known that the provider of the services expected to be compensated.b.Distinction:Be sure to distinguish the true implied-in-fact contract situation (in which each party,by hisconduct,knowingly leads the other to believe that they have an agreement) from a situation in which at leastone party fails to take any action that would justify the other in believing that a contract is intended.i. Intra-familial transactions:For example,when one party performs small-scale services for anotherand the two are close relatives, if neither party expressly brings home to the other that payment isexpected, the court is likely to conclude that the s ervices were a gift rather than a commercialtrans action.

V.ACCEPTANCE VARYING FROM OFFER

A.Common law"mirror image" rule:Under the common law, the offeree’ s response operates as an acceptance only if it is theprecise mirrorimage of the offer. If the response conflicts at all with the terms of the offer,or adds new terms, the purportedacceptance is in fact a rejection and counter offer,not an acceptance.

Example:A writes to B", "I’ ll sell you my h’ouse for$100,000, closing to take place April 1."B writes back, "That’ s fine; let’ sclose April 2,however. At common law,B s response is not an acceptance because it diverges slightly from the offer, so thereis no contract.

B.UCC view: The UCC rejects the "mirror image"rule, and will often lead to a contract being formed even though theacceptance diverges from the offer.Wherever possible, the UCC tries to find a contract, so as to keep the parties from weaselingout (as they often try to do when the market changes).This entire "battle of the forms" is dealt with in UCC § 2-207,probablythe most important UCC provision for the Contracts student.

1. General: A" t the most general level, § 2-207(1) provides that any "e"xpression of acceptance" or "writtenconfirmation will act as an acceptance even though it states terms that are additional to or different from thosecontained in the offer.

Example:Buyer s ends a"purchas e order" containing a warranty. Seller responds with an"acknowledgement," containinga disclaimer of warranty.There will be a contract under the UCC, even though there would not have been one atcommon law.

2".Acceptance expressly conditional on assent to changes:An"expression"of acceptance"does not form a c"ontact if it i"sexpressly made conditional on assent to additional or different terms § 2-207(1)."So if the purported acceptancecontains additional or different terms from the offer, and also states something like, This acceptance of your offer iseffective only if you agree to all of the terms listed on the reverse side of this acceptance form," there is no contractformed by the exchange of documents.a.Limited:Courts are reluctant to find that this section applies.Onlyif the second party’ s form makes it cl’earthat that party is unwilling to proceed with the transaction unless the first party agrees to the second party schanges,will the clause be applied so as to prevent a contract from forming.

精选资料

3. "Additional" term in acceptance:Where the offeree’ s response contains an "additional"term(i.e., a clause taking acertain position on an issue with which the offer does not deal at all), the consequences depend on whether both partiesare merchants.a.At least o’ne party not merchant: If at least one party is not a merchant, the additional term does not preventthe offeree s response from giving rise to a contract,but the additional term becomes part of the contractonly if th e offero r explicitly assents to it.

Example:Consumer sends a purchase order to Seller,which does not mention how disputes are to be resolved.

Seller sends an acknowledgement form back to Consumer,which correctly recites the basic terms of the deal

(price,quantity, etc.),and then s ays, "All disputes are to b e arbitrated."

Even though the acknowledgement (the "acceptance") differed from the purchas e order by introducingthe arbitration term, the acknowledgement formed a contract.However, since at least one party (Consumer)was not a merchant, this additional term will only become part of the contract if Consumer explicitly assents tothat term(e.g.,by initialing the arbitration claus e on the acknowledgement form).b. Both merchants: But if both parties to the transaction are "merchants," then the additional termautomatically becomespart ofthe contract,as a general rule. (Example:On facts of prior example, if Buyer wasa merchant, the a"rbitration clause would become part of the"contract.)However, there are two importantexceptions to this additional term becomes part of the contract rule:i.Materiality:The addition will not become p art of the contract if it is one which "materially alters"the contract. For instance, a disclaimer of warranty will always be found to materially alter thecontra’ct, so if the seller includes such a disclaimer in his acknowledgement form after receiving thebuyer s purchase order, the disclaimerwill not become part of the contract.ii.Objection: If the offeror objects to having the additional term become part of the contract, it willnot so become.

4.Acceptance silent: If an issue is handled in the first document (the offer),but notin the second(the acceptance), theacceptance will be treated as covering all terms of the offer,not just those on which the writings agree.

Example:Buyer’ s purch’as e o rder says that disputes will b e arbitrated;Seller’ s acknowledgement is silent on the iss ueof arbitration.The Seller s form will be found to be an acceptance, and disputes will be arbitrated.

5.Conflicting terms in documents: If an issu"e is covered"one way in the offering document"and another (conflict"ing)wayin the acceptance,most courts apply the knock out rule.That is, the conflicting clauses knock each other out ofthe contract, so that n either enters the contract. Instead,a UCC"gap-filler"provision is used if one is relevant;otherwise,the common law controls.

Example: Buyer’ s purchase order states that disputes will be litigated in New Yo"rk state co"urt. Seller’ sacknowledgement form states that disputes will b e arbitrated.Most courts would apply the knock out rule,wherebyneither the "New York courts"nor "arbitration" clauses would take effect. Instead, the common law – allowing anordinary civil suit to be brought in any state that has jurisdiction –would apply.

6.Response diverges too much to be acceptance: If a purported acceptance divergesgreatlyfrom the terms of the offer,it will not serve as an acceptance at all, so no contract is formed.

7.Contract by p arties’ conduct: If the divergen’ce referred to in the prior p aragraph o ccurs (so that the exchange ofdocuments does not create a contract), the parties conduct later on can still cause a contract to o ccur. Section 2-207(3)

精选资料

provides that "conduct by both parties which recognizes the existence of a cont"ract is sufficient to establish a contractfor sale although the writings of the parties do not otherwise establish a contract.

Example:Buyer’ s purchase order is for 100 widgets at$5 each.Seller’ s acknowledgement form is for 200 widgets at$7 each.Buyer does not s ay anything in response to the acknowledgement form. Seller ships th’e 200 widgets, and Buyerkeeps them.Even though the exchange of documents did not create a contract, the parties conduct gave rise to acontract by p erforman ce.a.Terms:Where a contract by conduct is formed, the terms "consist of those terms in which the writings of"the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.§ 2-207(’3).For in"stance, the"price term would be a "reasonable price at the time for delivery," as imposed by§ 2-305 s price gap filler.

8.Confirmation of oral contract: If the"parties initially"reach an oral agreement, a document later sent by one of themmemorializing the agreement is called a confirmation.a.Additional terms in confirmation: If the confirmation contains a term that is additional to the oral agreement,that additional term b ecomes p art of the contract unless either: (1) the additional term materially alters the oralagreement;or(2) the p arty receiving the confirmation objects to the additional terms.b. "Different" term in confirmation: If a clause contained in the confirmation is "different"from a term on thesame issue reached in the oral agreement, the new clause probably does not become part of the agreement.

9. ‚Term‚s of follow‛ c‛ontract‚s (a/k/‛a ‚rolling contracts) :Goods are sometimes sold under what is sometimescalled a terms to follow or rolling contract. In such a contract, the buyer,usually a consumer,orders and paysfor the goods without seeing most of the contract terms.The detailed terms are then contained on or in the boxcontaining the goods.The buyer is told that if she does not agree with the detailed terms, she has a certain time withinwhich to return the goods for a full credit.Courts are split on how to analyze such rolling contracts.a.The ‚not formed until receipt‛ approach: Some courts say that §2-207 doesn’ t apply, and that nocontractis formed until the buyerhas received thegoods andhas kept them’for beyond the prescribed returnperiod.This approach tends to yield a contract that includes all of the seller s terms,on the theory that theaction of the buyer in keeping the goods rather than’returning them should be in’terpreted as an acceptance byperformance, and acceptance that includes the buyer s assent to all of the seller s proposed terms.Example:P orders a personal computer from D(the manufacturer)by p‚hone>No forms‛are exchanged at thetime.The box arrives, containing the computer and a document of Standard Terms, which include anarbitration clause.The Standard Terms say that P can return the computer for a full refund anytime within 30days of receipt; thereafter’, the computer is no longer returnable, and P will be deemed to have accepted theStandard Terms.P doesn t return, then sues, and D contends that the arbitration clause became part of theco ntract.

Some cou‛rts would hold for D,on the theory that (1) §2-207 doesn’ t apply because it’ s not a ‚battle ofthe forms (only D has used a form); and(2)no contract was formed until P kept the computer for 30 days,at which point P was deemed to have accepted the Standard Terms, including the arbitration clause.Therefore,the arbitration clause would be held to have become part of the contract. [Cf Hill v Gateway2000]b.Contract formed under §2-207 at time of order:But other courts hold that §2-207 does apply to therolling-contract s cenario, and that a contract is therefore form ed at the tim e ofthe order.Under this approach,the buyer is usually considered to be the offeror, the seller is an offeree who is proposing additional or different

精选资料

terms, and at least where the buyer is a consumer thos’e terms never become part of the contract unless thebuyer expressly agrees to them(which she usually doesn t).This is probably the better approach.Example: Same’ facts as above Example.The better view is that §2-207 applies (even t’hough the only formever used is D s Standard Terms document,which acts as a confirmation of the parties earlier oral deal).Pis an offeror, and D is an offeree who i’s proposing the arbitration clause as an additional term.Because P is aconsumer, the’ arbitration clause doesn t become part of the contract under §2-207(2)unless P agrees to it,which P didn t do.Therefore, there is no arbitration clause in the contract. [Cf Klo cek v GatewayInc]VI.DURATI ON OF THE POWER OF ACCEPTAN CE

A.General strategy:For an acceptance to be valid, it must become effective while the power of a"cceptance is" still in effect. Sowhere there is doubt about whether the acceptance is timely: (1)pinpoint the moment at which the acceptance became effective;and(2) ask whether the power of acceptance was still in effect at that moment. If the answer to part (2) is "yes," the acceptancewas timely.

B.Ways of terminating power of acceptance:The offeree’ s power of acceptance may be terminated in five main ways: (1)rejection by the offeree; (2) co unter-offer by the offeree; (3) lapse of time; (4) revocation by the offeror; and (5) death orincapacity of the offeror or offeree.

1.Rejection by o fferee:Normally, if the offeree rejects the offer, this will terminate her power of acceptance.a.Exceptions:But rejection will not terminate the power of acceptance if either: (1) the offeror indicates thatthe offer still stands despite the rejections;or (2) the offeree states that although she is not now accepting, shewishes to consider the offer further later.

2.Counter-offer: If the offeree makes a counter-offer,her power to accept the original offer is terminated just as if shehad flatly rejected th e offer.

Example: "O’n July 1,A offer"s to sell B 100 widgets at $5 each, the offer to be left open indefinitely.On July"2’,Bresponds, I ll buy 50 at$4. A declines.On July 3, the ma’rket price of widgets skyrockets.On July 4,B tells A, I llaccept yourJuly 1 offer."No contract is formed,because B s power of acceptance was terminated as soon as B madeher counter-offer onJuly 2.a.Contrary statement:But as with a rejection, a counter-offer does not terminate the power of acceptanc’e ifeither offeror or offeree indicates otherwise. (Ex’ample:On facts of above example, if B said on July’2, "I llbuy 50 from you right now for$4; otherwise, I d like to keep considering your original offer,"A s offerwould have remained in force.)

3.Lapse of’time:The offeror, as "master of his offer," can set a time limit for acceptance.At the end of this time limit,the offeree s power of acceptance automatically terminates.a.End of reasonable time: If the offeror does not set a time limit for acceptance, the power of acceptanceterminates at the end of a reasonable time period.i.Face-to-face conversation: If the parties are bargaining face-to-face or over the phone, the power ofacceptance continues onlyduring th e conversation,unless there is evid ence of a contrary intent.

4.Revocation:The offeror is free to revoke his offer at any time before it is accepted (except in the case of optionco ntracts).

精选资料

a.Effective upon receipt:A revocation by the offeror does not become effective until it is received by theofferee.

Example:OnJune 15,A mails an offer to B. ’On July 1,A mails a revocation to’B.On July 3,B has a letter ofac’ceptance hand delivered to A.On July 5,A s revocation is received by B.B s acceptance is valid,becau se

A s revocation did not take effect until its receipt by B,which was later than the July 3 date on which B sacceptan ce took effect.i. Lost revocation: If the letter or telegram revoking the offer is lost through misdelivery, therevo cation n ever be com es effective.

5.Death or incapacity of offeror or offeree: If either the offeror or offeree dies or loses the legal capacity’to enter intothe contract, the power to accept is terminated.This is so even if the offeree does not learn of the offeror s death orincapacity until after he has dispatched the "acceptance."

Ex’ample:OnJuly 1,A sends an offer.OnJuly 2,A dies.OnJuly 3,B telegraphs her "acceptance."On July 4,B learns ofA s death.There is no contract.

C. Irrevocable offers:The ordinary of"fer is revo cable at the will of the offeror. (This is true even if it states something like, "Thisoffer will remain open for two weeks. )However, there are some exceptions to this general rule o f revo cability:

1. Standard option contract: "First, the offeror"may grant the offeree an "option"to enter into the contract.The offeritself is then referred to as an option contract.a. Common law requires consideration:The traditional common-law view is that an option contract can beformed only if the offeree gives the offeror consideration for the offer.b.Modern(Restatement) approach:But the modern approach, as shown in the Restatement, is that a signedoption contract that recites the payment of consideration will be irrevo cable, even if the consideration wasnever paid.

2. "Firm offers"under the UCC:The UCC is even more liberal in some cases: it allows formation of an irrevocable offereven if no recital of the payment of consideration is made.By § 2-205, an offer to buy or sell goods is irrevocable if it:

(1) is by a merchant (i.e.,one dealing professionally in the kind of goods in question); (2) is in a signed writing; and(3)gives explicit assurance that the offer will b e held open. Such an offer is irrevo cable even though it is withoutconsideration or even a recital of consideration.

Example: Jeweler gives Consumer a signed d"ocument stating, "For the next 120 days, I agree to buy your two-caratdiamond antique engagement ring for$4,000. Even though Consumer has not pa’ id consideration for the irrevocability,and even though there is no recital of consideration in the signed offer,Jeweler s offer is in fact irrevocable for 120days,because it is by a merchant (Jeweler professionally sells or buys goods of the kind in question), is in a signed writing,and explicitly assures that the offer will b e held op en.a.Three month limit:No offer can be madeirrevocable for any longer than three months,unless considerationis given. § 2-205.b.Forms "supplied by"offeree: If the firm offer is on a form drafted by the offeree, it is irrevo cable only if theparticular firm offer clause is separatelysigned by the offeror.

3.Part performance or detrimental reliance:The offeree’ s part performance or detrimental reliance (e.g.,preparationsto perform)may transform an otherwis e-revocable offer into a temporarily irrevo cable one.

精选资料