Chapter 11 The Agreement Acceptance o Requirements for Acceptance Acceptance must be clear expression by offeree of intent to be bound by terms of offer and communicated to offeror Only offeree may accept offer If offer calls for performance then performance is acceptance Offeror may specify manner of acceptance o Ex notify of acceptance in writing Mirror Image Rule o Traditional contract law rule required acceptance to be the mirror image of the offer o Currently judges hold that only material variances between an offer and an alleged acceptance result in an implied rejection of the offer The UCC and Variance of Terms o UCC 07 allows contract formation even when there is some variance between terms of offer and terms of acceptance A definite and timely expression of acceptance creates a contract even if it includes terms different from those stated in offer or if it states additional terms offer did not address Section 2 07 Flowchart Communicating Acceptance o Instant communication makes knowing when acceptance occurs easy Non instant forms are more difficult mail o Mailbox rule makes acceptance effective upon dispatch when the offeree used a manner of communication expressly impliedly authorized by the offeror o Courts today allow communication of acceptance by any reasonable means of communication o Silence as Acceptance General rule is that an offeree s silence without more is NOT acceptance Circumstances may impose duty on offeree to reject offer affirmatively or be bound Includes cases in which offeree s silence objectively indicates an intent to accept McGurn v Bell Microproducts o Facts Bell extended offer of employment to plaintiff Plaintiff altered written offer to include severance signed and returned Bell silent regarding alteration and plaintiff worked more than a year Bell fired plaintiff and refused to pay severance Plaintiff won summary judgment for breach of contract Offer Acceptance Agreement
View Full Document
Unlocking...