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Valid Offer General Rule:

• If the offeree has the power to accept the offer then the offer is valid. • The following 3 element s and sub-elements help to determine whether the offeree has the power of acceptance

1. Did Offeror Manifest a Present Intent to enter a K?

Language Used Surrounding Circumstances

• Discuss whether the words used in the offer sound like a promise (an offer) rather than negotiations or invitations to deal (not offers)

• Discuss any facts suggesting that a reasonable person would think the offer was made in jest, anger or in a way not to be taken seriously

Industry Custom

• Discuss any facts suggesting that the offer was made in a way common or acceptable with industry practices among the parties

Prior Relationship Btwn Parties

• Discuss any facts suggesting that the parties had prior dealings that would cause a party to reasonable believe that that a valid offer was made

Method of Communication

• Discuss whether it is less likely that the offer is valid because the medium of communication is too broad (i.e. newspapers and advertisements

2. Did Offeror Provide Enough Essential Terms? Price Performance Time Quantity Description

• Discuss whether the offer included the price of the subject matter • If not, discuss whether under the UCC the court may supply a reasonable price

• Discuss whether the term for the time for performance was supplied. • If not discuss whether under the UCC the court may supply a reaosnable time for performance • Discuss whether the quantity is certain or capable of being made certain (applies to contracts for the sale of goods) • Remember that requirements and output contracts are generally sufficient

• If the contract involves realestate, discuss whether the land was reasonably described or identified

3. Did Offeror Communicate the Offer to Offeree? Knowledge

• Discuss whether the offeree knew of the offer because it was communicated to the party by the offeror.

Valid Offer  

Contract Outline

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