22 terms

Chapter 10; Agreement

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Agreement
The manifestation by two or more persons of the substance of a contract. Requires an offer and an acceptance.
Marder v. Jennifer Lopez
The movie flashdance was brought about based on the story of this lady's life, Marder. Paramount movies and she made a contract that they could do whatever they wanted with the story and paid her 2,300 dollars. The movie made like 150 mil and still makes money. Sony made a music video and song about it so Marder sued but the contract had such general terms that she had essentially taken herself out of any partnership with Paramount and could not get any more money. "A contract is a contract is a contract."
Offer
The manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.
Three Elements that make an Offer
1. The offeror must objectively intend to be bound by the offer.
2. The terms of the offer must be definite or reasonably certain.
3. The offer must be communicated to the offeree.
Objective Theory of Contracts
A theory that says the intent to contract is judged by the reasonable person standard and not by the subjective intent of the parties. (e.g. I will buy your building for 2 million dollars is indicative of intent. "Are you interested in selling your building for 2 million?" is not an offer. Again, offers made in jest, anger, or undue excitement do not include the necessary objective intent.
Express Terms
The terms of an offer must be clear enough for the offeree to decide whether to accept or reject the offer. Must contain (1)identification of the parties (2) identification of the subject matter and quantity (3) consideration to be paid and (4) time of performance.
Implied Terms
A term in a contract that can be reasonably supplied by the courts. Normally, time of performance and price can be (e.g. the blue book for a car) but parties and subject matter cannot.
Communication
The offer must be offered by the offeror or an agent.
Special Types of Offers
Advertisements
Rewards
Auctions
Advertisements
Advertisements are generally treated as an invitation to make an offer, unless it is clear that the advertiser wants to bind himself.
Rewards
An offer to pay a reward (e.g. for the return of lost property or the capture of a criminal) is an offer to form a unilateral contract. In order to collect the reward, the offeree must (1) HAVE KNOWLEDGE OF THE REWARD PRIOR TO COMPLETING THE REQUESTED ACT and (2) perform the requested act.
Auctions
Where the seller offers goods for sale through an auctioneer. Unless otherwise expressly stated, considered an auction with reserve, that is, an invitation to make an offer. The seller retains the right to refuse the highest bid and withdraw the goods from sale. A contract is formed only when the auctioneer strikes his gavel or something like that. If it is an AUCTION WITHOUT RESERVE, the item must only meet the minimum bid in order for the buyer to get the item.
Lim v. The.TV Corporation International
Lim bought the domain name golf.tv through an auction for 1,010. The company emailed him saying that he had indeed rights to the domain. Then they said that he didn't, saying that it was an email error, after which they put the domain name up for auction starting at 1,000,000. He sued for breach of contract and got it.
Ways that an offer can be terminated
Revocation of an Offer by the Offeror
Rejection of an Offer by the Offeree
Counteroffer by the Offeree
Revocation of an Offer by the Offeror
Can be done before the offer is accepted by (1) expressly stating that the offer has been revoked or (2) by an act, such as selling the goods to another party.
Rejection of an Offer by the Offeree
Express words or conduct by the offeree that rejects an offer. Rejection terminates the offer.
Counteroffer by the Offeree
Terminates the offeror's original offer and creates a new offer.
Termination of an Offer by Operation of Law
Destruction of Subject Matter
Death or Incompetency of the Offeror or Offeree
Supervening Illegality
Lapse of Time
Destruction of Subject Matter
An offer terminates if the subject matter is destroyed through no fault of either party prior to the offer's acceptance.
Death or Incompetency of Offeror/Offeree
Notice of the death of either the offeror/offeree is not a requirement.
Supervening Illegality
Prior to the acceptance of the offer, something happens that makes the offer illegal.
Lapse of Time
An offer expires at this point. (e.g. This offer is good for 10 days expires 10 days after the offer has been made.) If no time is stated, it becomes a reasonable period of time.