PMBR CD Notes
I.ContractsA.Did the parties form an agreement?
1.Objective theory of K formation: Viewing the actions of the partiesas a reasonable person, was a K formed? Public policy tends to presume that a contract was formed.
2.Was an offer made?
a.Objective (reasonable) present intent to form present K.1.State of mind: Hysterical, angry, etc. party may nothave objective present intent.2.Preliminary negotiations: Discussion of possiblefuture business. Usually doesn’t contain extremelyspecific terms. b.Content1.Essential terms of the proposal.a.Parties b.Subject matter c.Time for performanced.Price2.Offer totally silent on a term may be indefinite.a.Common law interprets silence to impose areasonable term deduced from prior courseof performance of the parties, or if none thengeneral customs of the marketplace. b.UCC between merchants: Merchants canagree to designate a term to be defined anddetermined in the future. Court will implyreasonable term if dispute occurs re: thatterm.c.Communication of intent and content to offeree.1.Offeror must intend to communicate with specifiedofferee.
a.Offer still outstanding at time of acceptance?1.Offeror can explicitly limit life of the offer andmeans of acceptance in the offer.2.Lapse of time: Offer lives for a reasonable time.Consider perishability, volatility of price.3.Acceptance arriving after offer expires is acounteroffer.4.Death or destruction of subject matter terminatesoffer.5.Death, insanity, or legal incapacity of either party.6.Illegality of proposed subject matter, prior toacceptance (revocation by law).1