<!-- I prefer the colors of sky theme, but kerning is annoying --> # PCL 1L Contracts <!-- .slide: data-background="https://i.imgur.com/ScI1dkF.png" --> <!--  --> <!--  --> [@peoplescollolaw](https://twitter.com/peoplescollolaw) --- # Part I ## Review --- ## Missing Terms/Gap Fillers Items like price will be interpreted as reasonable at the time of delivery. - Course of Performance - Course of Dealing - Trade Usage --- ## **Offer Termination** An offer terminates on revocation, rejection (or counteroffer), lapse of time, incapacity, death of a party, destruction of subject matter, intervening illegality. (we used the mnemonic RRLIDDI - railroad liddi) --- ## Holding Offers Open - Options (aka Option Contracts)(CL/UCC) - Merchant's Firm Offer (UCC) --- ### **Option Contract** An option is a distinct contract in which the offeree gives separate **consideration** to have an offer held open. The offeror may not revoke the offer during the time specified in the option, or if none is specified, a reasonable time. --- ## **Merchant's Firm Offer** 1) merchant; 2) offer of goods in signed writing; 3) assurances to remain open …without consideration for stated or reasonable time not to exceed three months --- ## Proving Elements of a Rule See discussion by same title on Populi --- # Part II --- ## Acceptance The other part of mutual assent --- ## **Acceptance** Acceptance is a manifestation of unequivocal assent to the terms of the offer. At common law the mirror image rule applies. Under the UCC an offer may be accepted by any reasonable means. --- ### **Initial Issues** - Only offeree addressed has power. - Cannot be assigned - Options excepted CL and UCC have some key differences --- ## True Unilateral - Performance - Notice (of completion) - unless waived or would normally come to offeror's attention --- ### Communicated - Generally acceptance must be communicated - unless waived in offer - Silence as acceptance - receives benefit from party that would reasonable expect payment and does nothing to stop them - existing trade relationship --- ### Method - Any reasonable manner - Unless offer specifies specific manner or act - UCC offer to buy for current or prompt shipment - Accept by current or prompt shipment or promise to ship --- ## Mirror Image Rule At common law the **acceptance** must be an absolute and unequivocal acceptance to each and every term of the offer. Anything else is a *rejection* and *counteroffer*. *** *Next week we'll talk about about how UCC does it* --- ### Distinguishing rejection from… - Statements of implicit terms - So-called "grumbling acceptance" - Requests for clarification --- ### Prompt shipment revisited - acceptance by current of prompt shipment of conforming goods - acceptance by current of prompt shipment of nonconforming goods with a notice of **accommodation** - no notice is breach - prior promise to ship conforming is breach --- ## **Mailbox Rule** Acceptance by mail or similar means is effective upon proper dispatch, where proper dispatch means correctly addressed with correct postage. Exceptions: - Offer terms expressly state acceptance effective on receipt only - Option contracts --- ### CMR Chart Review See the CMR document posted on Populi - Revocation = receipt - Rejection = receipt - Acceptance = dispatch (proper) --- ### CBE love to test this Offeror sends offer and then sends revocation before receiving acceptance. Offeree sends acceptance and then receives revocation before offeror receives acceptance *** The other variations are fair game too though. --- # Part III --- ## Essay Example [June 2013 Q3](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/June2013_FYLSX_Selected%20Answers_R.pdf) ###### http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/June2013_FYLSX_Selected%20Answers_R.pdf Please spend the next 15 minutes reading the fact pattern and outlining the essay up to and including the Offer issue. You can attempt to outline the Acceptance issue if you finish early. ---  --- ### Three Column Method  --- ### Answer B Let's review the Acceptance issue in Answer B --- ### Our cases this week *Broadnax v. Ledbetter* *MCC–Marble Ceramic Center, Inc. v. Ceramica Nuova D’Agostino* *Carlill v. Carbolic Smoke Ball* *Day v. Caton* *Ardente v. Horan* *Cantu v. Central Education Agency* --- :scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: ---