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The Offer Phase

Bilateral Contract

A promise for a promise.

Condition

A question of Inducement.

Consideration

1. The freely exercised mutual exchange of benefits and sacrifices or
2. Value given to induce a promise or performance; sometimes the value is foresaking something or
3. the "price" that the offeror expects to receive for his or her promise.

Gap Filler

Terms supplied by Article 2 of the UCC that supplement the terms supplied by the contracting parties.

Illusory Promise

Not a promise. Not an unequivocal assurance that something will or will not be done.

Indefinite Promise

Omits terms essential in enabling the court to determine an appropriate remedy in the event the promise is breached.

Meeting of the Minds

Depends upon the subjective evaluations by both parties.

Objective Standard

Measures the Manifestation of willingness. The reasonable person's standard.

Requirements for an Offer

1. Serious Intent.
2. Clear and reasonably definite terms.
3. Communication to the offered.

Officious

A person who interferes in the affairs of another by conferring an unnecessary or unwanted benefit cannot successfully seek compensation for his/her interference. A meddler.

Pre-exisiting Duty

An obligation already owed to the offeror.

Preliminary Negotiation

A manifestation of willingness to enter into 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 of assent.

Promise

An unequivocal assurance that something will or will not be done.

Promisee

One to whom a promise has been made.

Promisor

The person making the promise.

Promissory Estoppel

The elements are:
1. A promise by the offeror.
2. The offeror should reasonably have expected that the promise would induce action or forebearance on the part of the offeree.
3. The promise did induce such action or forebearance and
4. Injustice could be avoided only by the enforcement of the promise.

Reasonable Person's Standard

The measure used by an unbiased nonparticipating hypothetical observer.

Reliance Cause of Action

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

4 Elements of Reliance as Alternative to Consideration

1. A promise by the promisor (offeror).
2. The promisor should reasonably expect the promisee (offeree) to induce action or forebearance on the part of the promisee.
3. The promise does induce such action of forebearance and
4. Injustice can be avoided only by enforcement of the promise.

Restitution Cause of Action

Is not based on a contract. Based on the policy of preventing "unjust enrichment".

Requirement of Restitution Action

1. A benefit conferred by one party on another (the enrichment) and
2. The retention of the benefit without compensating the party conferring the benefit would be unjust.

Sham Consideration

A pretend or phony consideration- the "price" that the offeror never intends to collect.

Subjective Standard

Evaluates communications by asking how the person making the communications would interpret them and not how a reasonable person would interpret them.

Unilateral Contract

A promise for a performance.

Unjust Enrichment Elements

1. A benefit conferred by one party on the other; and
2. The retention of the benefit without compensation would be unjust.

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