Does party entering into agreement have authority to do so?
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- Bishop v. Eaton.
contracts fall 1998 Helen Scott Does party entering into agreement have authority to do so?
A. Two Types 4
Bishop v. Eaton. 4
R2d § 24. assent will conclude bargain
(1) Classical doctrine 5 Revocation effective upon receipt from reliable source. Henthorn v. Fraser. 5 Offer fully revocable until accepted. Petterson v. Pattberg. 5
R2d § 45. Part Perf. of Uni K is C for option K. depends on what Offeror wants for Perf. 5 R2d § 87. Option K if separate C. 5 87(2). embodies Drennan. PE which O’r expects before A as C for Option K. 5 UCC §2-205. Firm Offer. merchant. goods. signed writing. no more than 3 mos. if on form must be separately signed. 6 Mid-South Packers, Inc. v. Shoney’s. series of separate Ks. original O irrev. only 3 mos. 6 UCC §2-103. goods movable at time of K. 6 UCC §2-105. merchant deals in goods or by occupation holds self out as knowledge/skill. 6 N.Y.Gen.Oblig.Law §5-1109. not goods. expressly irrevocable but no C. reasonable time. 6
R2d §50. manifestation of assent to O by performance or promise.
Ray v. Eurice Bros. extensive negotiations. repeat players. St. Landry Loan v. Avie. illiterate.
R2d §63. A effective upon deposit except Option K upon receipt. Henthorn v. Fraser. 8
Mirror image rule 8 R2d § 58. promise or performance must comply with O. 8 R2d § 59. A conditional on assent to add’l or diff. terms is not A but C-O. 9 R2d § 39. C-O is substituted bargain; terminates power of A. Normile v. Miller. 9 Last shot rule. Series of C-Os with substantial conditions in boilerplate. Poel v. Brunswick. 9
on assent, then C-O. 9 UCC §2-207(2) btwn. merchants terms go into K unless O express limited, materially alter, object. 9 UCC §2-207(3) Knockout Rule. when Performance, K only agreed terms and gap-fillers. 9 Brown Machine v. Hercules. indemnification clause material, no express assent so no K. 10 Dale Horning v. Falconer Glass. limitation of remedy clause was hardship, no surprise. 10 UCC §1-205 course of dealing and usage of trade used to evaluate surprise. UCC §2-715 Buyer’s Incidental and Consequential Damages from Seller’s breach 10 UCC §2-719 Contractual Modification or Limitation of Remedy. 11
Gratuitous Promise or gift which requires no consideration is not enforceable.
R2d §77 Illusory Promise. not C if alternatives reserved. Mid-South Packers, Inc. v. Shoney’s. 11
However, parties’ secret ulterior motives do not nullify C. R2d § 81 12
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