Contracts

contract

an agreement that has a legal effect, its creates obligation for which some sort of legal enforcement will be available if performance is not forthwith coming as promised

Three Elements in a Transaction

1. The agreement in fact between parties
2. The agreement as written
3. The set of facts and duties created by elements 1 and 2

Real Property

land and the buildings on it

Principal Divisions of Contract Law

1. Formation
2. Interpretation and Implication
3. Defenses to Enforcement
4. Nonperformance and its consequences
5. Rights and Duties of third parties

Formation

a. this is the back and forth between parties in which one or both parties are promising to do an action
b. There are offers and counter offers until there is a sufficiently final basis for the contract (negotiations)

Interpretation and Implication

a. once it seems as though that an agreement susceptible of legal enforcement has been made, it is necessary to know before enforcement takes place what obligations the parties have undertaken
b. This begins with the words/actions of the parties to shed l

Defenses to Enforcement

There are some cases in which enforcement may be withheld.
a. one party engaged in misconduct in making the agreement that allows the other party to "avoid" the K
b. The contract itself violates a public policy enough to validate withholding enforcement
c

Non-performance and its consequences

a. sometimes the K itself provides that the duty of performance will not arise unless conditions are met, so failure of the condition will mean performance will not be met
b. usually money is awarded to fulfill damages but sometimes courts will take other

Rights and Duties of Third Parties

sometimes third parties will be the beneficiaries of K's and sometimes third parties will be under contract to act in part of the duties of one of the parties on the K

Primary Authority

the law itself", consists of prior judicial decisions, statutes, ordinances, etc

Secondary Authority

anything else that could influence the court, consist mainly of two types of persuasive authority: commentary by legal scholars and the Restatements

Stare Decisis

adherence to past decisions or precedents
=> In law if a precedent is set, and a similar case arises, it is binding to follow the precedent. If a district court sets the precedent, it is persuasive but not binding because higher courts can overrule them
T

Statutory Law

Statutes help us come to a decision in applying the law
the highets courts are bound to follow provisions of a valid statute that applies to the disputes before them

Offer and Acceptance in Bilateral Contracts

commitment on both sides: exchange of promises in which each party promises to do something for the other

Relevant Cases in Bilateral Contracts

Lonergan v. Scolnick (CA 1954)
Izadi v. Machado (Gus) Ford, Inc. (FL 1989)
Normile v. Miller (NC 1985)

Lonergan v. Scolnick (CA 1954)

The parties corresponded about a plot of land the defendant advertised for sale. After letters about the location of the land, the defendant said in a letter "decide fast, as I expect to have a buyer in the next week or so ." The plaintiff set up an escro

Izadi v. Machado (gus) Ford, Inc. (FL 1989)

The defendant had a purposefully misleading ad that had two contradictory statements (print to attract customers was much larger than a restraint in smaller print about the ad). The court was not happy about the ad because it was used to induce customers

Normile v. Miller (NC 1985)

defendant was selling a house and plaintiff put out an offer. The defendant returned with a counter offer (the counter offer changed various terms). The defendant sold the house to somebody else before the plaintiff could accept the offer. Broker for defe

Remedies to Breach of K

Conventional approach is to award relief that will protect the plaintiff's expectation interest. The net value that th eplaintiff expected to realize from due performance of the K at issue but which the defendants breach has denied. Usually consists of ho

Offer and Acceptance in Unilateral Contracts

One party offer to commit themselves to some performance if and only if the other party first accepts by rendering performance
Offeree may never bind themselves to a promise to perform, so they are free not to perform at all (or fail to complete) without

Offer and Acceptance in Unilateral K's cases

Cook v. Coldwell banker/ Frank Lieben Realty Co. (MO 1998)
Sateriale v. RJ Reynolds Tobacco Co. (US App. 2012)

Cook v. Coldwell Banker/Frank Lieben Realty Co. (MO 1998)

defendant announce a bonus program, which covered the period from january 1st to december 31st of that year, with bonuses immediately payable upon reaching certain sales level. After achieving the first bonus level , it took several months for plaintiff t

Sateriale v. RJ Reynolds Tobacco Co. (US App. 2012)

Defendant told its customers it would let them redeem their C notes for a 6 month period beginning in Oct. and ending in march the following year. Defendant abruptly ceased accepting certificates for redemption, making plaintiff's unredeemed C-notes worth

Postponed Bargaining: The agreement to agree

Agreement to agree is not binding

The agreement to agree cases

Walker v. Keith (KY 1964)
Quake Construction, inc. v. American Airlines, Inc. (IL 1990)

Quake Construction, Inc. v. American Airlines, Inc. (IL 1990)

Plaintiff was granted a construction K by jones (hired by defendant). Jones wrote a letter of intent to induce plaintiff to enter K with subcontractors. After intorducing plaintiff as the general contractor, jones revoked their offer.
Holding: Although le

Walker v. Keith (KY 1964)

? (lessors) and ? (lessees) entered K to lease a lot for 10-year term for $100/month. ? gave option to extend lease for additional 10-year term (same terms and conditions except for the rental price). Rental price was to be determined by ? and ? later by

Test for Valid K

Is there a valid offer?
-section 24 of the restatement=> preliminary negotiation section 26
-is offer still open?
Terminations, revocation, death
-Counter Offer?
Acceptance?
-communicated
-accept exact terms (mirror image)
If any terms change then its a c

Consideration

a promise is not enforceable unless it is supported by consideration
defined as a benefit to the promisor or a detriment to the promisee
-did the person making the promise get something for it?
-did th eother person part with something?

Cases in Consideration

Hamer v. Sidway (NY 1891)
Pennsy Supply, Inc. v. American Ash recycling Corp of PA (PA 2006)

Hamer v. Sidway (NY 1891)

Uncle promised nephew to pay him money if he refrained from drinking, smoking, swearing, and playing billiards or cards for money until he was 21. Nephew performed, asked for the money, and uncle affirmed the commitment. Uncle died 12 years later & execut

Pennsy Supply, Inc. v. American Ash Recycling Corp. of PA (PA 2006)

? was involved in a state project and was hired to do paving of driveways and a parking lot. It contracted with ? for paving material, which was supplied. After the work was completed, ? had to ultimately replace the materials that were provided because t

Functions Performed by Legal Formalities:

1. Evidentiary Function
2. Cautionary Function
3. Channeling Function

Evidentiary Function

evidence of the existence and purport of the contract, in case of controversy

Cautionary Function

a formality may also act as a cautionary or deterrent function by acting as a check against inconsiderate action

Channeling Function

the facilitation of judicial analysis

Dougherty v. Salt (NY 1919)

Aunt wrote a note to nephew that she would give him $3,000 before or at her death. She died without paying.
Holding: The inference of consideration was so overcome and rebutted that there was no question for a jury because the boy's guardian testified, in

Dohrmann v. Swaney (IL 2014)

Neurosurgeon (?) tried to get neighbor to write him in her will. ? contested that neighbor gave him $5.5 million in exchange of "continuing the Rogers' name" by adding it to his children's middle name.
Holding: The K involved gross inadequacy of considera

Plowman v. Indian Refining Co. (US Dist. Court 1937)

? once employed the former employees (?s). Due to an economic downturn, the ?s were placed on a retirement list and provided with one-half of their salary by semi-monthly checks. The letter confirming the plan did not state length of time the payments wou

Marshall Durbin Food Corp. v. Baker (MS 2005)

Due to instability within a company, the parties entered a K regarding the payment of compensation after several triggering events. When the company refused to pay, after the president died, the employee filed a breach of contract action.
Holding: A conti

Contract Formation Under Article 2 of the UCC

Applies to the sale of goods which includes tangible, moveable property
UCC exists with back drop of common law to fill any gaps the UCC misses
Not very strict about the formation of a contract

Under the UCC

1. a K for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a K
2. An agreement sufficient to constitute a K for sale may be found even though the moment of

Mutual Assent Under the UCC Cases

Jannusch v. Naffziger (IL 2008)
E.C. Styberg Engineering Co. v. Eaton Corp. (US Ct. App. 2007)

Jannusch v. Naffziger (IL 2008)

defendant's made a $10,000 payment on the plaintiff's mobile food concession business, immediately taking possession of the assets of the business and operating the business for the remainder of a festival season. Defendants were disappointed with the inc

E.C. Styberg Engineering Co. v. Eaton Corp. (US Ct. App. 2007)

plaintiff component manufacturer brought breach of K against defendant manufacturer of motor vehicle parts and accessories, claiming that it breached K to buy 13k transmission components. The companies had extensive calls/emails trying to reach agreement.

CISG- International Trade Law

Most nations in the EU, eat asia, and othe rimportant companies have adopted te CISG
-Uniform code for international trade
-Provides general principles for law in sale of goods
Narrower scope than UCC
-Applicable to international sales
applies matter of l

Article 16 of CISG

1) Until a K is concluded, an offer may be revoked if the revocation reaches the offeree before he has dispatched acceptance
2) However, an offer cannot be revoked:
a. if it indicates, whether by stating a fixed time for acceptance or otherwise, that it i

Qualified Acceptance: The "Battle of Forms

determine if parties are merchants
-Default: additoinal terms become part of K unless made expressely conditional and oter exclusions
Surprise vs. Hardship analysis
hardship most likely viewed as consequence
Surprise: change rights, terms that change limi

Qualified acceptance battle of the forms cases

Princess cruises Inc. v. General Electric Co. (US Ct. App. 1998)
Brown Machine Inc. v. Hercules (MO 1989)
Paul Gottlieb & Co, inc. v. Alps South Corp. (FL 2007)

Princess Cruises Inc. v. General electric Co. (US Ct. App. 1998)

A company and ship owner entered a maritime K for the inspection and repair services of the ship owner's cruise ship
Holding: Common law applies when the predominate purpose of K is to render services rather than furnishing of goods
defendants final price

Brown Machine inc v. hercules (MO 1989)

? sold a trim press to ?. An indemnity provision was included in ?'s acknowledgement of order form, but not in ?'s purchase order. The purchase order expressly limited acceptance to terms included in PO. ? is bringing the present cause of action to enforc

Paul Gottlieb & Co. v. Alps South Corp.

? contracted w/ ? to manufacture fabric liners for their prosthetics. After some inconsistencies in the fabrics, ? had to recall their fabrics and withheld payments from ?
Holding: ? failed to provide burden of proof to prove limitation of liabilities (fo

2-207 Additional Terms in Acceptance or Confirmation

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance i

Electric and Layered Contracting

Shrinkwrap
Browsewrap
Adhesion

Shrinkwrap Terms

Terms of sale come with the object ordered. Typically (not always) state that if purchaser is dissatisfied with purchase or K terms, the purchaser may return the product to seller within a set time.
-The purchaser orders a product over the telephone or in

Browsewrap Terms

Information made available by internet providers on their websites. Terms are accessible but purchaser does not have to click "I agree" button.
-Agreement to terms comes from browsing the website
-Involve information made available by internet providers o

Adhesion contracts

non-negotiable; "take it or leave it

Cases in electric and layered contracting

Defontes v. Dell (RI 2009)
Hines v. Overstock.com inc (US Dist. Ct. 2009)

Defontes v. Dell Inc. (RI 2009)

? brought a class action putative suit against ?, alleging that ?s' collection of taxes from them on the purchase of optional service contracts violated the Deceptive Trade Practices Act. ?s wanted the case to go to arbitration, per the terms in their shr

Hines v. Overstock.com (US Dist. Ct. 2009)

? alleged that when she purchased an item from the company and then decided to return it, the company imposed a $30 restocking fee. ? claimed that she had been advised that she could return the vacuum without incurring any costs and that the company never

Elements of Promissory Estoppel

1. A promise is clear and unambiguous in its terms;
2. Reliance by the party to whom the promise is made;
3. The reliance must be both reasonable and foreseeable;
4. And the party asserting the estoppel must be injured by his reliance
Courts have denied r

Harvey v. Dow (ME 2011)

Parents (?s) had agreed to eventually transfer land to the daughter (?). Father later allowed the ? to build a house on one of their lots. After the house was built with life insurance proceeds from the death of the ?'s husband, ?s refused to deed the lot

King v. Trustees of Boston University (MA 1995)

Deceased (MLK Jr.) was a prominent figure that allegedly made a charitable pledge to ? university of certain papers he had deposited with them. MLK Jr. wrote letter to ? intending to transfer title to portions of the paper's in ?'s custody until all paper

Katz v. Danny Dare, Inc. (MO 1980)

? was injured on the job while he was still working for ?. Because of ?'s injuries, ? was unable to perform his job well. ? and its employees tried to get him to retire with promise of pension plan. ?'s board of directors approved a resolution in which th

Test for PE

Promise
-Express(Katz)/Implied (Harvey)
-Specific
-Voluntarily
-Deliberately made
Did the promisor reasonably foresee the effect of the promise?
Did that person in fact rely?
-Detrimental Reliance
� Substantial Change in position
� Actual expenditures (bu

Aceves v. U.S Bank NA (CA 2011)

? contended that the ? was estopped from foreclosing her house after she defaulted on her mortgaged house; ?'s reasoning is based on her reliance on ?'s promise to work with her to reinstate and modify her loan. She forewent the opportunity to save her ho

Option contract

An offer which, at least for a specified, or reasonable, time, would stay open for acceptance without losing the power of acceptance, even if the offeror should attempt to revoke it in the meantime. �87
� 87. Option Contract
1. An offer is binding as an o

Berryman v. Kmoch (KS 1977, 252)

Parties entered an option K under which the landowner (?) granted the individual (?) an option to purchase his land at an agreed price for a period of 120 days. The consideration for the contract was $ 10.00, which the individual did not pay. ? asked to b

Reliance on an Unaccepted offer as a limitation on revocability cases

James Baird Co. v. Gimbel Bros
Drennan v. Star Paving Co.
Pops Cones Inc v. Resorts International Hotel Inc

James Baird Co. v. Gimbel Bros., Inc. (US Ct. App. 1933, 260)

the defendant sent contractors who were likely to bid on a construction job an offer to supply material needed for the job at set prices. The defendants did not realize he was mistaken about the total quantity of the material needed for the job. The plain

In Baird, Judge looks at three ways of looking at a K

Classical Bilateral K
Offer and acceptance, start out with rule that revocation terminates the power of acceptance, unless circumstances take it outside of this rule
-Plaintiff says that when bid is placed, it constituted acceptance
-It becomes irrevocabl

Drennan v. Star Paving Co. (CA 1958, 263)

Plaintiff, a licensed general contractor< was preparing a bid for a school district. The defendant, a sub contractor, was the lowest bidder for the paving work. Plaintiff used the defedant's bid in computing his own bid for a school project. The day after

Limits to enforcing PE

Mistakes
-In drennan, the plaintiffs had no reason to know there was a mistake because there was not a wide range in the prices between the lowest and highest bid
Bidshopping will limit PE

Pop's Cones, Inc. v. Resorts International Hotel, Inc. (NJ 1998, 270)

Plaintiff and defendant were negotiating the possibility of the plaintiff relocating to a location owned by the defendant in Arizona. After not hearing back from defendant Plaintiff asked about the status of the written lease. Defendant informed them that

What are the elements of PE?

1)Clear and definite promise by the promisor
2)promise was made with expectation that promisee will rely on it
3) The promisee did resonably rely on it
4) detriment of definite and substantial nature must be incurred from that reliance

Statutory Limits on the Power of Revocation:

UCC 2-205: Firm Offers (by Merchants)
-Held open for 3 months if offer does not state for how long it will be held, but can be less for three months if stated
To hold it open for more than three months, offeree must give consideration or can be extended b

Restituion

Implied in Law (quasi K, common counts, unjust enrichment, quantum merit
were benefits forced on the person? were the benefits ensured on the basis of a promise?

Third Restatement of Restitution

a person who is unjustly enriched at the expense of another is subject to liability in restitution
When one party requests another to perform services for him or to transfer property to him, the law will infer a bargain to pay

Restitution in the absence of a promise cases

Credit Bureau enterprises v. Pelo (IA 2000, 282)
Commerce Partnership 8098 Limited Partnership v. Equity Contracting Co. (Fl 1997, 294)
Watts v. Watts (WI, 1987, 301)

Credit Bureau Enterprises, Inc. v. Pelo

plaintiff was involuntarily hospitalized in a private hospital. Under duress, he read and signed a hospital release form, stating that he understood his liability for charges not covered by insurance. He refused to pay the bill or authorize his health ins

Commerce Partnership 8098 Limited Partnership v. Equity Contracting Co.

Equits was a subcontractor contracted by GC to perform improvments on Commerce's buidling. After finishing, COmmerce asked equity to do some repairs which it refused to do without partial payment. Commerce refused to pay becuase it already paid the GC for

Elements of Restitution

1. the plaintiff has conferred a benefit on the defendant
2. The defedant has knowledge of the benefit
3. The defendant has accpeted or retained that benefit and
4. The circumstances are such that it would be unequitable for the defendant to reatin the be

Watts v. Watts

Parties 12 year non marital cohabitation relationship prodcued 2 children and several business ventures. After this time, the parties seperated and the defendant refused to give the plaintiff any share of the business she helped build
� Additionally, a cl

Promissory Restitution

Expression to pay for benefits after benefits are received (trailing promise)

Test for Restitution

Did someone confer a benefit upon another person, and that person retained the benefit, and did not give anything back (unjustly)

Promissory Restitution cases

Mills v. Wyman
Webb v. Mcgowin

Mills v. Wyman

plaintiff took care of defendants adult son when he was sick. Gave him shelter and comfort until he died. After all expenses had been incurred, the defendant wrote a letter to the plaintiff, promsing to pay for such expenses. There was no legal considerat

When do do you have to pay?

Would have to pay if you had discharged bankruptcy and you promise you still intended to pay it off (RT 83)
If paying is bared by statute of limitations, but you go back and say you still want to pay, you then are obligated to pay (RT 82)
RT 71(4) touches

Webb v. McGowin

plaintiff was working and was dropping pine blocks from the upper floor. He saw the defendant was in the path of a block and decided to fall with the block to avoid severaly injuring or killing the defendant. Plaintiff suffered serious injury that permane

Statute of Frauds

purpose is to limit the fraudulent suits brought by trying to enforce oral agreements

3 questions to invoke protections from statute of frauds

Is the transaction within the scope of frauds?
-RT 110 (types of k's withing scope of frauds)
IS there sufficient writing or memorandum to make it enforceable?
-Does not need to be integrated
If 1 is yes and 2 is no, is there an exception?

Restatement 110 (SoF)

The following classes of K's are subject to a statute, commonly called the Statute of Frauds, forbidding enforcement unless there is a written memorandum or and applicable exception:
a) a contract of an executor or administrator to answer for a duty of hi

When statute of frauds is asserted as defense against enforcement of an alleged K, a series of questions are likely to be raised:

First, if the K at issue to which the SoF applies so that a signed memorandum will be require to enforce the K?
If the answer is no, then the SoF does not apply
If yes, then the second question must be addressed
Is the SoF satisfied?
-is there some sort o

Exceptions to SoF

part performance
admission
PE

Crabtree v. Elizabeth Arden Sales Corp. (NY 1953, 335)

plaintiff's entered into an employment contract with the defendant. Plaintiffs salary would increase at 6 months and then again at the onset of the 2nd year. Defendant's secretary drafted a memo of the agreement (did not state duration of K) and was unsig

Beaver v. Brumlow

plaintiffs agreed to sell a portion of their land to the defendant's. Despite defendant's repeated requests, the K was never formalized. When the defendant (employee of the plaintiff) resigned and accepted employment elsewhere, plainitiffs filed ejection

Alaska Democratic Party v. Rice

Plaintiff claimed the defendant offered her a two year position as executive director of defendant. Plaintiff eventually quit her job and moved to Alaska in reliance on the job offer. When the job failed to materialize, the plaintiff sued on an alleged or

The sale of goods statute of frauds: UCC 2-201

CISG does not have a provision like the SoF. Article 11 expressly negates any requirement of writing or other formality.
Article 12 and 96 provides that a state may "declare" that its stautory writing requirements will apply when any party to a K has its

Buffalo v. Hart

Plaintiff entered into an oral agreement to purchase five barns located on the property defendant's farm. Plaintiff gave a check for partial payment on the barns but the defendant's returned the check four days later and informed the plaintiff that they h

Interpretation

process by which court gives meaning to contractual language that when the parties attach materially different meanings to the language

Subjective Approach to Interpretation

if the parties attributed materially different meanings to contractual language, no contract was formed.
Required meeting of the minds
This makes enforcement of contracts too difficult (Raffle v. Wichelhaus)
Seller and buyer enter into agreement for sale

Objective Approach to Interpretation

more fair because a speaker should always expect his words to be understood in accordance with their normal language
Con: contractual language could be given meaning neither party intended

Modified Objective Approach for Interpretation

1. hwose meaning controls the interpretation of the contract?
2. What was that party's meaning?
RT 200 determines the purpose of interpretation of meaning of contractual language
Crucial Issue: did one party know (or have reason to know) of the meaning at

Cases in Interpretation

Joyner v. Adams
Frigglement Importing Co. v. B.N.S. international Sales Corp.
C&J Fertilizer Inc v. Allied Mutual Insurance Co.

Joyner v. Adams

plaintiff leased a property to an investment company to develop it. The OG investment company was no able to complete this, so defednant assumed the lessee/developer position. The lease obligated the defendant to have subdivided all of the undeveloped lan

Interpretation Principles

1. Noscitur a sociis. The meaning of a word in a series is affected by others in the same series; or, a word may be affected by its immediate context. The example for the next maxim may be taken to illustrate this one.
2. Ejusdem generis. A general term j

Friggliment Importing Co. v. BNS International Sales Corp

? state sales corporation had two contracts with ? for the sale of "chicken". After ? received one shipment of stewing chicken and another was stopped, ? brought a breach of warranty action, alleging that the goods were not those contracted for because th

C & J Fertilizer, Inc. v. Allied Mutual Insurance Co.

? was insured against burglary with ?. Policy stated that visible marks were needed for burglary claim. ? was burglarized, with tire tracks in driveway & visible evidence on an interior door. No visible marks on exterior of premises. ? refused to pay.
Hol

Restatement 1: Contract Defined

A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty

Restatement 2. Promisor; Promisee; Beneficiary

1) A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made
2) The person manifesting the intention is the promisor
3) The person to whome

Restatement 4. How May a Promise be Made

A promise may be stated in words either oral or written, or may be inferred wholly or partly by conduct

Restatement 15: Mental Illness or Defect

1) A person incurs only voidable contractual duties by entering into a transaction if by reason of mental illness of defect
a) he is unable to understand in a reasonable manner the nature and consequences of the transaction, or
b) he is unable to act in a

Restatement 17. Requirement of a Bargain

1) Except as stated in subsection (2), the formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and consideration.
2) Whether or not there is a bargain a contract may be formed under special rules a

Restatement 20 Effect of Misunderstanding

1) There is no manifestation of mutual assent to an exchange if the parties attach materially different meanings to their manifestations and
a) neither party knows or has reason to know the meaning attached by the other; or
b) each party knows or each par

Restatement 22: Mode of Assent: Offer and Acceptance

1) The manifestation of mutual assent to an exchange ordinarily takes the form of an offer or proposal by one party followed by an acceptance by the other party or parties
2) A manifestation of mutual assent may be made even though neither offer nor accep

Restatement 24: Offer Defined

An offer is the manifestation of willingness to enter a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it

Restatement 26: Preliminary Negotiations

A manifestation of willingness to enter a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation assent

Restatement 27. Existence of Contract where Written Memorial is contemplated

Manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that the parties also manifest an intention to prepare and adopt a written memorial thereof, but the circumstances show t

Restatement 36 - methods of termination of power of acceptance

1) An offeree's power of acceptance may be terminated by
a) rejection or counter offer by the offeree; or
b) lapse of time, or
c) revocation by the offeror or,
d) death or incapacity by the offeror or offeree
2) In addition, an offeree's power of acceptan

Restatement 39 Counter-Offers

1) A counter offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposal by the original offer
2) An offeree's power of acceptance is terminated by

Restatement 40. Time When Rejection or Counter-Offer Terminates the Power of Acceptance

Rejection or counter offer by mail or telegram does not terminate the power of acceptance until received by the offeror, but limits the power so that a letter or telegram of acceptance started after the sending of an otherwise effective rejection or count

Restatement 43: Indirect Communication of Revocation

An offeree's power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into a proposed and the offeree acquires reliable information to that effect

Restatement 45: Option Contract Created by Part Performance or Tender

1) Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance, an option contract is created when the offeree tenders or begins the invited performance or tenders a beginning of it
2) The offeror's d

Restatement 58: Necessity of Acceptance Complying with Terms of Offer

An acceptance must comply with requirements of the offer as to the promise to be made or the performance to be rendered

Restatement 59 Purported Acceptance Which Adds Qualifications

A reply to an offer which purports to accept it but is conditional on the offeror's assent to terms additional to or different from those offered is not an acceptance bu a counter offer

Restatement 63 (Time when acceptance takes effect)

Unless the offer provides otherwise,
a) an acceptance mad e in a manner and by a medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeree's possession, without regard to whether it ever rea

Restatement 69: Acceptance by Silence or Exercise of Dominion

1) Where an offeree fails to reply to an offer, his silence and inaction operates as an acceptance in the following case only:
a) where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that the

Restatement 71: Requirement of Exchange; Types of Exchange

1) To constitute consideration, a performance or a return promise must be bargained for
2) A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promi

Restatement 73. Performance of Legal Duty

Performance of a legal duty owed to a promisor which neither doubtful nor the subject of honest dispute is not consideration; but a similar performance is consideration if it differs from what was required by the duty in a way which reflects more than a p

Restatement 74 Settlement of Claims

1) Forbearance to assert or the surrender of a claim or defense which proves to be invalid is not consideration unless
a) the claim or defense is in fact doubtful because of uncertainty as to the facts or the law, or
b) the forbearing or surrendering part

Restatement 77: Illusory and Alternative Promises

A promise or apparent promise is not consideration if by its terms the promisor or purported promisor reserves a choice of alternative performances unless
a)each of the alternative performances would have been consideration if it alone had been bargained

Restatement 82. Promise to Pay Indebtness; Effect on the Statute of Limitations

1) A promise to pay all or part of an antecedent contractual or quasi-contractual indebtedness owed by the promisor is binding if the indebtedness is still enforceable or would be except for the effect of a statute of limitations.
2) The following facts o

Restatement 83. Promise to pay Indebtness Discharged in Bankruptcy

An express promise to pay all or part of an indebtedness of the promisor, discharged or dischargeable in bankruptcy proceedings begun before the promise is made, is binding.

Restatement 84. Promise to perform a Duty in Spite of Non-Occurrence of a Condition

(1) Except as stated in Subsection (2), a promise to perform all or part of a conditional duty under an antecedent contract in spite of the non-occurrence of the condition is binding, whether the promise is made before or after the time for the condition

Restatement 86: Promise for Benefit Received

1) A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice.
2) A promise is not binding under Subsection (1)
a. if the promisee conferred the benefit as a gif

Restatement 87 - Option Contract

� 87. Option Contract
1) An offer is binding as an option contract if it
a. is in writing and signed by the offeror, recites a purported consideration for the making of the offer, and proposes an exchange on fair terms within a reasonable time; or
b. is m

Restatement 90 Promise Reasonably Inducing Action or Forbearance

1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promi

Restatement 116

provides that the recipient will nonetheless be required to pay for those things or services when the person supplying them has done the following:
o (1) acted inofficiously and intended to charge the recipient;
o (2) acted so as to prevent serious bodily

Restatement 110

The following classes of K's are subject to a statute, commonly called the Statute of Frauds, forbidding enforcement unless there is a written memorandum or an applicable exception:
a) A contract of an executor or administrator to answer for a duty of his

Restatement 139 Enforcement by Virtue of Action in Reliance

1) A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce the action or forbearance is enforceable notwithstanding the Statute of Frauds if injustice can be

Restatement 201 Whose Meaning Prevails

1) Where the parties have attached the same meaning to a promise or agreement or a term thereof, it is interpreted in accordance with that meaning.
2) Where the parties have attached different meanings to a promise or agreement or a term thereof, it is in

Restatement 203

In the interpretation of a promise or agreement or a term thereof, the following standards of preference are generally applicable:
a) an interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretat