Classical contract flow

offer
Offeree Mutual assent Consideration o Need all 4 elements Offer: A "Promise , for a price" o Could be a return promise o Promise to pay you a 1000 if you paint my house. (promise for performance) o To stop doing something (different form of promise) o Wholly executory contracts Bilateral Kx's and Unilateral Kx's o Bilateral- contract is promise for promise. (both committed) o Unilateral- I'll pay you 1000 to paint my house this weekend. Accept through performance. After offer made and we say I agree, still no contract. Have to do full performance. Performance or forbearance. Promise for performance. The "promissory" and "definite" criteria for offers o If person lays out unclear offer, person can exploit ambiguities and accept any way in their favor. o Offers have to be both promissory and definite Promissory -willingness to be immediately bound. I will do this in exchange for my price Definiteness- courts want deals that are definite enough to make sure contracts have been performed. No contract if not definite. If agreement is too vague or indefinite then you have no contract. What is reasonably certain? Judge has to be able to tell if people's performance is within compliance or breach and also has to be able to give appropriate remedy. The creation of the "Power of acceptance" o If you make an offer you have empowered the offered to accept and form a binding contract. Create a power of acceptance. o If they have power of acceptance and they accept then you have a contract. The revocability of offers o You can revoke your offer any time before acceptances. o Offers are freely revocable o Even if you promise not to revoke it doesn't matter. (you have a few days to think about it...then revoke before that it is ok) Acceptances (restatements section 50 subsection 1) o Acceptance has to match offer. Mirror image rule. Manifestation of assent in a manner required by the offer. If offer leaves you flexibility, then you can except either way. o If you try and accept and do it wrong, it would be considered counter-offer (attempted acceptance that doesn't match up with offer is counter-offer)

Mutual assent o Often no question of mutual assent if language is crystal clear. o Sometimes context can be unusual. (drinking joking etc.) o Could be a major misunderstanding o How do we determine what people were thinking, are we going to interpret what it really meant, or instead how it looks to "reasonable person. o Courts are more objective now and all you have to show is that to outside observers there is agreement. Consideration: The "Bargain" Theory And the "Benefit/Detriment" Theory o Any promise has to be given in exchange for consideration. o What were they trying to accomplish: separate bargains and deals from gratuitous promises.