ProCD Case: Offer, Acceptance and UCC Contracts, Slides of Contract Law

Download ProCD Case: Offer, Acceptance and UCC Contracts and more Slides Contract Law in PDF only on Docsity! ProCD • Is this case about the sale of goods or services? Common Law or UCC? Docsity.com ProCD • What is the offer? Docsity.com Restatement § 50 • Acceptance of an offer is the manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offeror. Docsity.com Restatement § 30 (1) An offer may invite or require acceptance to be made by an affirmative answer in words, or by performing or refraining from performing a specified act, or may empower the offeree to make a selection of terms in his acceptance. (2) Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner and by any medium reasonable in the circumstances. Docsity.com ProCD • What is the acceptance? Two possibilities • (1) Buying the software or • (2) Accepting the terms of the license and using the software Docsity.com ProCD • What does the Court of Appeals hold? Docsity.com ProCD • What does the Court of Appeals hold? • Acceptance occurs when D used the software and indicated acceptance of the license. Offeror is master of the offer includin specifying a means of acceptance. • Dicta: Offer can include the terms inside the box if: • 1. Notice on the outside of the box that it is subject to the terms included • 2. Right to return if dissatisfied with terms. Docsity.com ProCD • What might be another way of thinking about offer and acceptance in this context? Docsity.com ProCD • Does it make a difference? • It might. What if customer “buys” at store brings it home and just changes their mind (unrelated to the terms in the box). • Would terms be part of the deal then? Docsity.com ProCD • Thoughts on legal reasoning. • What are Easterbrook’s reasons for this rule? • Does the proposed change to the UCC validating shrinkwrap create inferences about the state of the law? Docsity.com ProCD • Thoughts on legal reasoning. • What are Easterbrook’s reasons for this rule? • It allows freedom of contract and efficient ways of contracting and more convenient. • Other argument rejected by Easterbrook is that court should protect consumers against hidden terms. • What do you think of consumer and commercial price discrimination referred to in the opinion? Docsity.com Beard v. Krusa • PO says: • “This order subject to acceptance by dealer.” Docsity.com Beard v. Krusa • Who is offeror and offeree? Docsity.com UCC § 2-206. Offer and Acceptance in Formation of Contract. (1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. Docsity.com Beard v. Krusa 2. Does UCC 2-204(1) dictate a different result in Beard? Docsity.com UCC 204. Formation in General (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined. (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Docsity.com Beard v. Krusa 3. Is it a good idea to delay effectiveness until someone from the home office approves? Why would Beard have done this? Docsity.com Fujimoto v. Rio Grande At what time did the employees accept the new employment contracts? Not clear Is acceptance by action always effective? Not if Offeror specifies a particular mode of acceptance. Docsity.com Problem 11 Bean sues for breach of warranty for exploding soda bottle at check out counter. Store defends on basis that there was not yet a contract at that point. What do you think? Docsity.com Problem 11 Bean sues for breach of warranty for exploding soda bottle at check out counter. Store defends on basis that there was not yet a contract at that point. What do you think? Who made the offer? What about an acceptance with a right to change your mind? Docsity.com Problem 12 Hamlin receives written offer to buy cigars. Offer says “if acceptable please write me immediately.” (b) Marshall sent his letter by overnight express but Hamlin replied by regular mail. Docsity.com Problem 12 Hamlin receives written offer to buy cigars 8/8. Offer says “if acceptable please write me immediately.” (c) Hamlin never wrote but shipped the cigars 9/20 in time and called to say they are on the way. Docsity.com UCC 2-206 (1) Unless otherwise unambiguously indicated by the language or circumstances (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non- conforming goods, but such a shipment of non- conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. Docsity.com Problem 12 Hamlin receives written offer to buy cigars 8/8. Offer says “if acceptable please write me immediately.” (d) If he is out of the ordered West Coast cigars can he send East Coast cigars? Will he be in breach? What can he do to avoid that? Docsity.com UCC 2-206 (1) Unless otherwise unambiguously indicated by the language or circumstances (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non- conforming goods, but such a shipment of non- conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. Docsity.com Problem 16 Vance solves murder without knowledge of a reward. When he hears about the reward and tries to claim it can they deny it saying that his lack of knowledge impedes formation of contract? Docsity.com