THE AGREEMET ACCEPTANCE接受该协议.pptVIP

THE AGREEMENT: ACCEPTANCE T. LEIGH ANENSON, J.D., LL.M. CONTRACT LAW Introduction to Contracts The Agreement: Offer The Agreement: Acceptance Consideration Reality of Consent Capacity to Contract Illegality Writing Rights of Third Parties Performance Remedies OFFER + ACCEPTANCE AGREEMENT Learning Objectives Definition Basics of Acceptance Intent Same Terms Communication “Manifestation of assent to the terms [of the offer] made by the offeree in the manner invited or required by the offer.” only offeree may accept offer offeror may specify manner of accepting offer i.e. “notify of your acceptance in writing” THREE FACTORS 1) INTENT TO ENTER AGREEMENT 2) ON THE SAME TERMS AS OFFER 3) COMMUNICATION TO OFFEROR #1 INTENT SAME INTENT AS OFFER OBJECTIVE (NOT SUBJECTIVE) SPECHT VS. NETSCAPE COMMUNICATIONS CORP. #2 SAME TERMS “MIRROR IMAGE” RULE (SOME COURTS – ONLY MATERIAL DIFFERENCES) INQUIRIES AND GRUMBLING ACCEPTANCES STILL VALID UCC BATTLE OF THE FORMS UNION CARBIDE CORP. V. OSCAR MAYER A definite and timely expression of acceptance creates a contract, even if it includes terms that are different from those stated in the offer or even if it states additional terms that the offer did not address [2–207(1)] UCC: BATTLE OF THE FORMS 1) Is there an acceptance? GENERAL RULE: YES EXCEPTION: offeree document specifies that offeror must agree to new terms unless parties act like there is a contract 2) What are the terms? DEPENDS ON IF MERCHANT OR NOT MERCHANT : ADDITIONAL TERMS BECOME PART OF AGREEMENT UNLESS … OFFEROR LIMITED ACCEPTANCE TO ITS TERMS ADDITIONAL TERMS ARE MATERIALLY DIFFERENT FROM OFFER OFFEROR OBJECTS IN REASONABLE TIME NON-MERCHANT : TERMS WHICH PARTIES AGREE AND UCC SUPPLEMENTAL TERMS # 3 COMMUNICATION SILENCE IS NOT ACCEPTANCE ANY REASONABLE MEANS (UNLESS STIPULATED BY OFFER) EFFECTIVE WHEN? MAIL BOX RULE EXCEPT: UNREASONABLE MEANS, THEN UPON RECEIPT (sale of goods is effective upon dispatch if t