After studying this chapter you will be able to: Explain elements of acceptance under common law and the UCC; determine how acceptance can be communicated, including by silence; determine when oral acceptance is effective. | Contracts Introduction to Contracts The Agreement: Offer The Agreement: Acceptance Consideration Reality of Consent 3 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Contracts Capacity to Contract Illegality Writing Rights of Third Parties Performance & Remedies 3 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. The Agreement: Acceptance P A E T R H C 9 “Make your bargain before beginning to plow.” Arab proverb Learning Objectives Basics of Acceptance Intent Communication Special Problems 11 - Acceptance must be by clear expression by offeree of intent to be bound by terms of offer and communicated to offeror Only offeree may accept offer If offer calls for performance, then performance is acceptance Offeror may specify manner of acceptance Silence may be acceptance Requirements for Acceptance 11 - Example of specifying manner of acceptance: “notify of your acceptance in writing” . | Contracts Introduction to Contracts The Agreement: Offer The Agreement: Acceptance Consideration Reality of Consent 3 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Contracts Capacity to Contract Illegality Writing Rights of Third Parties Performance & Remedies 3 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. The Agreement: Acceptance P A E T R H C 9 “Make your bargain before beginning to plow.” Arab proverb Learning Objectives Basics of Acceptance Intent Communication Special Problems 11 - Acceptance must be by clear expression by offeree of intent to be bound by terms of offer and communicated to offeror Only offeree may accept offer If offer calls for performance, then performance is acceptance Offeror may specify manner of acceptance Silence may be acceptance Requirements for Acceptance 11 - Example of specifying manner of acceptance: “notify of your acceptance in writing” Case example: Specht v. Netscape Communications Corp. Facts & Procedural History: Plaintiffs offered or downloaded Netscape software Netscape included a licensing agreement in its “SmartDownload” process Plaintiffs sued Netscape, alleging that download process transmitted private information Netscape moved to compel arbitration per their online licensing agreement Issue: Under what circumstances does the act of downloading create a contract? Reasoning and Holding: Promises become binding when there is a meeting of the minds and consideration is exchanged Netscape’s “browse-wrap” license merely invited plaintiffs to agree to the license Plaintiffs did not assent to the license, thus are not subject to arbitration clause in the contract Silence may be acceptance, but general rule is that an offeree’s silence, without more, is not an acceptance. Circumstances may impose a duty on offeree to reject the offer affirmatively or be bound. Includes cases in which offeree’s silence objectively .
