powerpoint presentation on agreement

8/12/2019 powerpoint presentation on agreement

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AGREEMENT

Chapter 11


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Quote of the Day

It takes two to speak the truth -- one

to speak and one to hear.Henry David Thoreau,American Philosopher

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Meeting of the Minds

The parties can form a contract only if theyhad a meeting of the minds.

They must understand each other and intend

to reach an agreement. A judge will make an objective assessment of

any disagreements about whether a contract

was made -- whether or not a reasonable

person would conclude that there was anagreement, based on the parties conduct.

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Offer

Problems with Intent Problems with Definiteness

An offer proposes definite terms and permits theother party to create a contract by accepting thoseterms.

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The UCC has provisions for supplying some

missing contract terms.

UCC and Open Terms

Open Price

The UCC establishes a price, based on market value

or valuation by a neutral party.

Output and Requirements Provisions

An output contract obligates a seller to sell all of his

output to one buyer, who agrees to buy it.

A requirements contract obligates a buyer to obtain

all of his needed goods from the seller.

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UCC and Open Terms (contd)

Delivery, Time and Payment

Warranties

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Termination of Offers (contd)

Termination by Rejection

Termination by Expiration

Termination by Operation of Law

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Acceptance

The offeree must say or do something toaccept.

In a bilateral contract, the offeree generally must

accept by making a promise.

In a unilateral contract, the offeree must accept byperforming.

If the offer is ambiguous, the offeree may accept by

either a promise or performance.

Mirror Image Rule (Common Law) Requires that acceptance be on precisely the same

terms as the offer.

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Intoxication

Can a person form a binding agreement if he

or she is intoxicated?

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UCC and the Battle of Forms

An offeree may include in the acceptanceterms that are additional to or different from

those in the offer.

Additional terms are those that bring up new

issues. If both parties are merchants, the additional terms will

generally become part of the contract.

Different terms are those that contradict terms

in the offer. The majority of states hold that different

(contradictory) terms cancel each other out.

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Communication of Acceptance

Medium and Manner of Acceptance If an offer demands acceptance in a particular

medium or manner, the offeree must follow

those requirements.

If the offer does not specify a type ofacceptance, the offeree may accept in any

reasonable manner and medium.

Time of Acceptance: The Mailbox Rule

An acceptance is generally effective upon

dispatch, meaning the moment it is out of the

offerees control.

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Promissory Estoppel

Under the doctrine of promissory estoppel,even if there is no contract a promise may be

enforceable if:

The offeror makes a promise knowing the offeree

is likely to reply,

The offeree does in fact reply, and

The only way to avoid injustice is to enforce the

promise.

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Things That Are Not Offers

Sending a letter to friends and neighbors

expressing interest in selling a home is not a

binding offer.

Why?

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Letters of Intent

A letter of intent is between two parties

Letters of intent can indicate areas of

agreement and expose open terms

Lawyers protect clients from the other sides

undue reliance on the letter of intent

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Evergreen Investments, LLC v.

FCL Graphics, Inc

Was the letter of intent a binding agreement

in this case? What is financial due diligence?

Do lawyers like to use letters of intent?

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An Offer Permits the Other Party

to Create a Contract

Nationwide Mutual Insurance Company

wanted to energize a regional meeting

When is a promise simply funny and when is

it binding?

What is n.o.v.?

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Vagueness or ambiguity in an offer

or acceptance guarantees problemsand may lead to litigation. The

executive or consumer who articulates

to herself precisely what she wantsand then bargains clearly for it, is likely

to spend more time doing business

and less time in court.

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THE EN

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