Contracts Lecture Nine Offer and Acceptance: The Requirement of Mutual Assent

These sources collectively explain the foundational principles of contract law, particularly focusing on offer and acceptance. They detail the six-step process for drafting effective legal contracts, from determining substance and analyzing the audience to organizing, writing, designing, and evaluating the document. The texts also differentiate between unilateral and bilateral contracts, clarifying how each is formed and accepted, with special attention to scenarios like the "Battle of the Forms" and the mailbox rule. Furthermore, the documents highlight the legal requirements and best practices for contract clauses, emphasizing clarity, consistency, and adherence to legal standards to prevent disputes and ensure enforceability.

The "objective theory of assent" means that courts interpret a party's intent to contract based on their outward words and conduct, not their hidden subjective thoughts. This is important because it allows parties to rely on external manifestations of agreement, promoting certainty and predictability in contract formation.

An "offer" is a definite proposal showing a clear intention to be bound upon acceptance, like "I'll sell my car for $5,000." An "invitation to treat" is merely an invitation to negotiate or make an offer, such as goods displayed with a price tag in a store.

In a "unilateral contract," acceptance occurs through the completion of a specific act or performance, with only one promise made (e.g., a reward for finding a lost pet). In contrast, a "bilateral contract" involves an exchange of promises between two parties, and acceptance is typically a promise in return.

The "Mailbox Rule" states that an acceptance is effective the moment it is dispatched (e.g., mailed), rather than when received by the offeror. A key exception is that it generally does not apply to option contracts, where acceptance must be received to be effective.

A "counteroffer" is a response to an offer that materially changes its original terms. Under common law's "mirror image rule," a counteroffer automatically terminates the original offer, meaning it can no longer be accepted.

An offer can be terminated by operation of law due to the death or mental incapacity of either party, the destruction of the contract's subject matter, or if the subject matter becomes illegal before acceptance.

Under UCC § 2-205, a "firm offer" can be made irrevocable if it is made by a merchant, in a signed writing, and assures that the offer will be held open for a stated period, not exceeding three months.

The "Battle of the Forms" arises when parties exchange standard business forms with conflicting terms. UCC § 2-207 attempts to form a contract despite non-matching terms, unlike common law's "mirror image rule" which would treat such a response as a counteroffer.

Recitals, or premises, state background information that forms the foundation for the contract. Their purposes include clarifying the parties' intent (e.g., reasons for entering the contract) and bolstering the importance of certain conditions.

Proper punctuation is crucial in contract drafting because incorrect or misplaced punctuation can create ambiguity, leading to different interpretations of contract terms and potentially resulting in costly legal disputes, as demonstrated by cases involving significant financial losses due to a single comma.