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28 terms

Contracts I Restatements

1. Contract Defined
A contract is a promise or set of promises for the breach of which the gives a remedy, or the performance of which the law in some way recognizes as a duty.
3. Agreement Defined
An is agreement is a manifestation of mutual assent on the part of 2 or more persons.
3. Bargain Defined
A bargain is an agreement to:
1. Exchange Promises
2. Exchange a Promise for a Performance
3. Exchange Performances
2. Promise Defined
A promise is a manifestation of intention to act or refrain from acting in some specified way, so made as to justify the promisee in understanding that a commitment has been made.
26. Preliminary Negotiations
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.
18. Manifestation of Mutual Assent
Manifestation of mutual assent requires that each party either make a promise or begin a performance.
23. Necessity that manifestations have reference to each other.
It is essential to a bargain that each party manifest assent with reference to the manifestation of the other.
24. Offer Defined
An offer is a 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.
87. Option Contract
1. An offer is binding as an option contract if it:
1). In in writing and signed by the offeror, recites a purported consideration for the making of the offer, and is proposed on fair terms within a reasonable time; or
b). is made irrevocable by statute.
50. Acceptance Defined
Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited by the offer.
50. Acceptance by Performance
Acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance which operates as a return promise.
50. Acceptance by Promise
Acceptance by promise requires that the offeree complete every act essential to the the making of a promise.
19. Conduct as Manifestation of Assent
The manifestation of assent may be made wholly or partly by:
1.Written words;
2. Other Acts;
3. Failure to Act

The conduct of a party may manifest assent even though he does not in fact consent.
16. Intoxicated Persons
Intoxicated persons incur only voidable contractual duties only if the other party knows that the intoxicated person:
1. is unable to understand in a reasonable manner the nature of the consequences of the transaction.
2. is unable to act in a reasonable manner in relation to the transaction.
21. Intention to Be Legally Bound
Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a contract.
29. To Whom an Offer is Addressed
1. The manifested intention of the offeror determines the person or persons in whom is created a power of acceptance.
2. An offer may create a power of acceptance in a specified person or in one or more of a specified group or class of persons, acting separately or together, or in anyone or everyone who makes a specified promise or renders a specific performance.
58. Necessity of Acceptance Complying with Terms of the Offer
An acceptance must comply with the requirements of the offer as to the promise to be made or the performance to be rendered.
41. Lapse of Time
1. An offeree's power of acceptance is terminated at the time specified in the offer, or, if no time is specified, at the end of a reasonable time.

2. What is a reasonable time is a question of fact, depending on all the circumstances existing when the offer and attempted acceptance are made.
39. Counter-Offers (Mirror-Image Rule)
1. A counter-offer is an offer made by an offeree to the offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offeror.

2. An offeree's power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifested a contrary intention or unless the counter offer manifests a contrary intention of the offer.
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 but is a counter-offer.
61. Acceptance Which Requests Change of Terms
An acceptance which requests a change of terms if the offer is not thereby invalidated unless the acceptance is made to depend on assent to the changed or added terms.
42. Revocation by Communication from Offeror Received by Offeree
An offeree's power of acceptance is terminated when the offeree receives from the offeror a manifestation of an intention not to enter into the proposed contract.

Case: Dickenson v. Dodds
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 the proposed contract and the offeree requires reliable information to that effect.

Case: Dickenson v. Dodds
63. Time When Acceptance Takes Effect
Unless the offer provides otherwise,

a) an acceptance made 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 posession, without regard to whether it ever reaches the offeror; but

b) an acceptance under an option contract is not operative until received by the offeror.
68. What Constitutes Receipt of Revocation, Rejection, or Acceptance
A written revocation, rejection, or acceptance is received when the writing comes into the possession of the person addressed, or of some person authorized by him to receive it, or when it is deposited in some place for this or similar communications to be deposited for him.
48. Death or Incapacity of Offeror
An offeree's power of acceptance is terminated when the offeree or offeror dies or is deprived of legal capacity to enter into the proposed contract.
87(2). Option Contract (Promissory Estoppel)
2. An offer which the offeror should reasonably expect to induce action or forbearance of a substantial character on the part of the offeree before acceptance and which does induce such action or forbearance is binding as an option contract to the extent necessary to avoid injustice.
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 duty of performance under any option contract so created is conditional on completion or tender of the invited performance in accordance with the terms of the offer.