Termination of an Offer

Transcription

1 Termination of an Offer Lapse! If the offer contains a time limit, then it lapses according to the explicit provisions! Offer must be accepted by midnight tonight.! If the offer does not contain a time limit, then it lapses after a reasonable amount of time

2 Termination of an Offer Revocation! Offeror s manifestation to withdraw the offer.! Manifestation can be words, actions, or inactions.! E.g., Davy offers to sell Daniel a coonskin cap. Before Daniel accepts, he learns that Davy has sold the cap to Paul. The offer is revoked.! Revocation is effective once received by offeree

3 Termination of an Offer Rejection! Offeree s manifestation of nonacceptance of an offer.! Can be a no, or can be a counter-offer. Either way, it is a rejection.! Once an offer is rejected, it cannot later be accepted. A new offer must be made and accepted.

4 Termination of an Offer Death or Incapacity of the Offeror or Offeree! With death of either, offeree can no longer accept offeror s offer! Unless it is an option contract (buying the offeror s power to revoke), which requires separate consideration

5 The Acceptance Phase Offeree accepts offeror s offer

6 Classic Acceptance Full and complete acceptance of offer (mirror image)! No modifications! Offeror s offer: I will pay you $5 to wear white in public the day after labor day.! Offeror s acceptance: I will wear white in public the day after labor day if you pay me $5. (Usually will just say Yes, or something to that effect.)! Anything less is a rejection (and perhaps a counteroffer).

7 Unilateral v. Bilateral Bilateral: promise for a promise! I promise to pay you $1,500 if you promise to paint my house.! Acceptance is the promise to paint.! Unilateral: promise for performance! I promise to pay you $1,500 if you paint my house.! Acceptance is the completion of painting. (But offer cannot be revoked once performance has begun.)

8 Who May Accept Offeror can decide who can accept! If the wrong person accepts, it is like a rejection and a counteroffer, and the offeror can then decide whether to accept with the new terms

9 The Form of Acceptance The offeror may! be silent as to the method of acceptance,! may suggest a method, or! may mandate a method! Either way, the offeree must notify offeror of acceptance (circumstances dictate method of notification)

10 The Timing of Acceptance Unless the offeror provides otherwise, an acceptance is made the moment the offeree puts it out of its possession ( mailbox rule )! E.g., offer is accepted moment offeree puts the acceptance in the mailbox for pick up.

11 Acceptance v. Revocation Acceptance is effective when sent by the offeree! Revocation is effective when received by the offeree! So, if offeror sends revocation Monday, offeree sends acceptance Tuesday, and offeree receives revocation Wednesday, the acceptance is valid before the revocation, and the contract is valid

12 When is the contract formed? Dissecting a Transaction Remember: a contract has to have an offer, acceptance, and consideration. If it has all three, the contract is formed with acceptance.

13 Is There a Contract? When? Donny (12:00 p.m.): I will scratch your back if you scratch mine. Thirty minutes each.! Elaine (12:05 p.m.): I will scratch your back if you massage my feet. Thirty minutes each.! Donny (12:10 p.m.): I will rub your feet for 20 minutes if you scratch my back for 30 minutes.! Elaine (12:15 p.m.): Okay.

14 Is There a Contract? When? Amber (6:00:00 p.m.): What would it take to get you to do the dishes?! Zach (6:00:05 p.m.): I might consider doing the dishes if you make homemade pizza.! Amber (6:00:10 p.m.): I ll make homemade pizza if you do the dishes.! Zach (6:00:15 p.m.): Done.

15 Is There a Contract? When? Darth Vader (1700 LCCT (local Cloud City time)): Join me, and together we can rule the galaxy as father and son.! Luke (1701 LCCT): Jumps into abyss.

16 Is There a Contract? When? July 1: Grayson sends letter to Addilyn, I would like to purchase your record collection.! July 3: Addilyn receives July 1 letter.! July 5: Addilyn sends letter to Grayson, I ll sell you my record collection for $400.! July 7: Grayson receives Addilyn s July 5 letter.! July 8: Grayson sends letter to Addilyn, I accept.! July 9: Addilyn sends letter to Grayson, Never mind. I can t part with my collection.! July 10: Addilyn receives Grayson s July 8 letter.! July 11: Grayson receives Addilyn s July 9 letter.

17 Consideration A bargained-for exchange! each party has to be giving something or giving something up! the something given must be bargained for

18 Consideration The value can be almost anything! at least a peppercorn! Cannot be love or affection! e.g., I will buy you a car if you continue to love me! e.g., I will marry you if you promise never to leave me

19 What Is Not Consideration? Past consideration! It is not consideration at all if the bargain is made after one side has already provided the sought after value! E.g., Because you did so well on the exam, I promise to bring you donuts.! E.g., I will give you a reward because you found my dog and brought him home.! Note: these would each constitute sufficient consideration if the timing were different.

20 What Is Not Consideration? Pre-Existing Duty! If you already owe it, it cannot be consideration! E.g., I ll finish painting your house if you pay me $500 more than we agreed.! E.g., I won t punch you in the face if you give me your lunch money.

21 What Is Not Consideration? A mere condition that is not bargained for! I.e., something that has to happen before the promise will be kept, but which is not an action the promisor is seeking to induce! E.g. I will give you my car if you come pick it up.! Promisor doesn t care if you come or not, but he s not going to deliver it: not consideration.! E.g. You can borrow my shirt if you take good care of it.! Promisor is not trying to get someone to take good care of his shirt; he is just making a free promise but doesn t want to lose anything as a result

22 Not enforceable Condition, Not Consideration Benevolent man and the tramp: If you go around the corner to the clothing store there, you may purchase an overcoat with my credit.

23 What Is Not Consideration? The promise of a future gift.! E.g., I will buy you a car for your sixteenth birthday.! E.g., I will bring donuts on the last day of class.

24 Alternative to Consideration A contract does not need consideration to be enforceable if there is promissory estoppel/detrimental reliance.! A promise by the promisor! That the promisor should reasonably expect the promisee to induce action or forbearance on the part of the promisee! That the promise does induce such action or forbearance! That injustice can be avoided only by enforcement of the promise

25 Alternative to Consideration Son, I promise to give you $25,000 when you turn 25 years old.! Just before his 25th birthday, son purchases car for $20,000.! Under what circumstances can he enforce his father s promise?! If his father had reason to believe his son would make a purchase based on the promise. But the son is probably only entitled to as much as he relied upon, or $20,000.

26 Detrimental Reliance Examples General contractor solicits bids for a job. Subcontractor bids the painting portion for $5,000. General contractor includes subcontractor s bid in the bid to the owner. The next day, the subcontractor says it can t do the job for less than $10,000. General contractor finds another subcontractor who can do it for $8,000.! Is there a contract? Consideration?! If the general contractor sues the first subcontractor, how much can it recover?! There is a contract there is not technically consideration if the subcontractor never performs. However, the general contractor reasonably relied on subcontractor s bid to its detriment. Is entitled to $2,000 extra it had to pay.

27 Detrimental Reliance Examples Employer offers employee a job. Employee quits current job and moves to new town. The job never materializes.! Is there a contract? Is there consideration?! If the employee sues the employer, how much can she recover?! There is a contract technically no consideration because she didn t work for them, and they didn t pay her. But she reasonably and detrimentally relied on their offer, so she is entitled to damages (moving expenses, lost income, etc.)

28 Unjust Enrichment There is no contract, but you re entitled to recompense for goods or services you provided

29 Unjust Enrichment Nevada:! a benefit conferred on the defendant by the plaintiff;! appreciation of the benefit by the defendant;! acceptance and retention of the benefit by the defendant;! in circumstances where it would be inequitable to retain the benefit without payment.

30 Unjust Enrichment Only available where there is no contract! So plead it in the alternative in your complaint! You can recover the reasonable value of your damages (so invoices aren t necessarily controlling)

31 Unjust Enrichment Unjust enrichment:! Not unjust enrichment:! Subcontractor does electrical work for the owner of a property; there is no contract between the owner and the subcontractor. The owner never pays the general contractor, which in turn never pays the subcontractor. Subcontractor loses bid and is not hired for a job. But the subcontractor goes in over the weekend and does all the electrical work. There is no contract between the subcontractor and anyone on the project. The subcontractor cannot recover.

32 Purchasing a release Accord and Satisfaction Must be a dispute about the amount owed.!! The debtor can purchase complete satisfaction of the debt if the creditor agrees to a lesser amount.!! There is consideration because the creditor is giving up her claim to the full amount, and the debtor is giving up his defense to a lesser amount.

33 Daycare payments Valid?

34 Utah Code 70A-3-311(5) Merely writing a statement on a check which declares that a child support obligation is paid in full is not sufficient to bind the recipient who endorses the check. Child support obligations are considered owing unless paid in full or otherwise ordered by a tribunal.! 78b (8) Child support means a base child support award, ordered by a tribunal for the support of a child, including child care costs.