I. ACCEPTANCE - FUNDAMENTAL PRINCIPLES
A. Definition of Acceptance
Acceptance = Assent to the terms of the offer in the proper form Central Question: Did the offeree intend to be bound by the terms of the offer?- Or did the offeree attempt to change the terms of the offer in any way?
B. Standards for Acceptance
1. Objective Standard (NOT Subjective)
- Contracts judged by objective standard
- “Received and understood” measured objectively, not subjectively
- Cannot escape contract by claiming lack of understanding
- Sophisticated parties held to higher standards
2. Perfect Tender Rule (UCC)
- Under UCC, perfect tender is expected
II. MIRROR IMAGE RULE (Common Law)
A. Definition
Mirror Image Rule: Acceptance must be exact mirror image of offer- Nothing added
- Nothing deducted
- Nothing changed
- Literally a “carbon copy” of the offer
- Only proper response: “I accept”
B. Violation of Mirror Image Rule
Any change to offer terms triggers:- Rejection of original offer
- Counteroffer (new offer)
- Cannot be revived unless offeror puts it back on table
C. Counteroffer Effects
Counteroffer = Both rejection of original offer AND publication of new offer Role Reversal:- Offeree becomes offeror
- Original offeror becomes offeree
- Painter offers $5,000 to paint home
- You respond: “I will never pay more than $4,000”
- Original $5,000 offer is dead
- Painter can revive: “No, I won’t do 5,000 still stands”
- Now you can accept the revived $5,000 offer
D. Mere Inquiry vs. Counteroffer
Mere Inquiry = Does NOT kill the offer- Example: “Would you consider $4,000?”
- Just exploring possibilities
- Example: “I will never pay more than $4,000”
- Definite rejection + new proposal
III. UCC § 2-207 - BATTLE OF THE FORMS
A. General Rule (§ 2-207(1))
A definite seasonal acceptance OR written confirmation sent within reasonable time:- Operates as acceptance even though it states additional or different terms
B. Additional/Different Terms Between Merchants (§ 2-207(2))
Additional/different terms may become part of contract UNLESS:- Offer expressly limits acceptance to terms of offer, OR
- Terms materially alter the contract (e.g., arbitration clause), OR
- Notification of objection already given or given within reasonable time
C. Non-Merchant Situations
If one or both parties are NOT merchants:- Additional/different terms = mere proposal
- To be accepted or rejected separately
D. Conduct of Parties (§ 2-207(3))
Conduct of parties may trigger formation of contract even without perfect acceptanceIV. BILATERAL vs. UNILATERAL CONTRACTS
A. Bilateral Contract
Definition: Promise for a promise Characteristics:- Both sides exchange promises
- Can only be accepted by a promise (express or implied)
- Contract formed upon exchange of promises
B. Unilateral Contract
Definition: Promise for performance Characteristics:- Offer seeks performance, NOT a return promise
- Can only be accepted by return performance
- Return promise means nothing
- Generally requires full performance for contract formation
C. Modern Interpretation
Modernly: Unless specific response requested, offer interpreted as inviting acceptance by EITHER:- Performance, OR
- Promise
V. IMPLIED PROMISE
A. Definition
Implied promise occurs when offeree:- Begins performance (not just preparation)
- With awareness of the offer
B. Requirements
- Offeree must be aware of offer
- Must begin actual performance
- Before beginning, must have knowledge
C. Effect
- Beginning of performance = implied promise to accept
- Makes offer irrevocable for reasonable time
- NOT full acceptance (full performance still required for unilateral contracts)
VI. CONSIDERATION
A. Definition
Consideration = A bargain for exchange involving a legal benefit for a legal detrimentB. Bargain for Exchange
- Quid pro quo relationship (“this for that”)
- Between:
- Promise for promise (bilateral), OR
- Promise for performance (unilateral)
- Mutual promises: “I promise to pay $2,000, you promise to deliver car”
- Restaurant: You part with money, they give you food
C. Legal Detriment - Two Ways to Incur
1. Performs or Promises to Perform
An act they have NO pre-existing legal duty to do Example: Parting with your money (no duty to do so, but if you want food, you must pay)2. Refrains or Promises to Refrain
From performing an act they have a legal right to do Example: Uncle/nephew case- Nephew stops smoking/drinking (had legal right as adult)
- Uncle pays for abstinence
- Legally enforceable consideration
- If nephew was 15 years old
- No consideration (illegal to smoke/drink underage)
- Not giving up legal right
D. Pre-Existing Legal Duty Rule
Rule: Cannot claim consideration if already legally obligated to perform Example: Police officer cannot collect reward for capture- Pre-existing duty under California Penal Code § 842
- Applies on-duty AND off-duty
- “Once a cop, always a cop”
VII. CASES
A. Broadnox v. Ledbetter (Supreme Court of Texas)
Facts:- Sheriff offered $500 reward for wanted person
- Plaintiff captured person and turned him in
- Plaintiff had NO knowledge of reward at time of capture
- Later discovered reward and requested payment
- Sheriff refused
- Cannot accept offer without knowing it exists
- Contract formation requires mutual assent (“meeting of the minds”)
- Plaintiff unaware of reward when performed
- No meeting of minds, no valid acceptance
“A mere offer or a promise to pay does not give rise to a contract. That requires the assent or meeting of the two minds… Such an offer may be accepted by anyone who performs a service called when acceptor knows it has been made and acts in performance of it, but not otherwise.”Significance:
- Must have prior knowledge of offer before beginning performance
- Cannot discover offer mid-performance or after and collect
B. MCC Marble & Ceramic Center v. Ceramica Nuova D’Agostino
Parties:- MCC (Florida company) - American owner who didn’t speak Italian
- Ceramica (Italian tile manufacturer)
- Used translator for oral agreement on basic terms for ceramic tile orders
- Tiles didn’t arrive, MCC sued
- Ceramica relied on provisions on back of contract (written in Italian)
- MCC appealed - argued never intended to be bound by terms he couldn’t understand
“Nothing short of astounding that individual purportedly experienced in commercial matters would sign contract in foreign language and expect not to be bound simply because he could not comprehend the terms.”
- Objective standard applies
- Sophisticated international businessperson cannot claim ignorance
- Could have refused to sign, requested translation, or demanded contract in English
- Exists regardless of language barrier
- Objective standard - not what party subjectively understood
- What reasonable person would understand
- Cannot escape contractual obligations by claiming lack of understanding
C. Carlill v. Carbolic Smoke Ball Co. (1893)
Facts:- Carbolic Smoke Ball Co. made medical devices (carbolic smokeballs)
- Advertised as preventative for influenza during public scare
- Newspaper advertisement: Anyone using smokeball 3 times daily for 2 weeks as directed who still contracts influenza will receive £100
- Company deposited £1,000 in bank as proof of sincerity
- Mrs. Carlill purchased smokeball, used as directed
- She contracted influenza, sued for £100 reward
- Company refused, arguing no binding contract (just puffery)
- Was advertisement binding offer or mere invitation to treat?
- Was this puffery or genuine offer?
- Accepted by performance (using smokeball as directed)
- Enforceable contract
- Offer to General Public: Offer CAN be made to general public
-
Evidence of Seriousness: £1,000 deposited with Alliance Bank
- “Shows sincerity of the matter”
- Not mere puffery
-
Binding Offer:
“In point of law, this advertisement is an offer to pay £100 to anybody who will perform these conditions. Performance of the conditions is acceptance of the offer.”
-
Notice NOT Required:
“Person who makes offer may dispense with notice to himself if he thinks it desirable to do so.”
Court example:“If I advertise to the world that my dog is lost…are all persons whose business it is to find lost dogs to be expected to sit down and write note saying they have accepted my proposal?”
- Makes no sense to require prior notice for unilateral act
- Just perform
- Exception to general rule that advertisements are NOT offers
- Rewards for unilateral contracts are enforceable
- Notice of acceptance not required for unilateral contracts
- Performance = acceptance
D. Leonard v. PepsiCo (Harrier Jet Case)
Facts:- Pepsi created “Pepsi Points” advertising program
- Commercial showed items purchasable with Pepsi points
- Commercial showed Harrier Jet delivered to school - displayed “7,000,000 Pepsi Points”
- Plaintiff argued this was offer and attempted to collect jet
- Pepsi refused
| Carbolic Smokeball | PepsiCo |
|---|---|
| Sought performance | Sought promise/offer from buyer |
| Serious (£1,000 deposited as proof) | Joke/puffery - no reasonable person would believe |
| Clear, definite terms | Not definite offer |
| Was actual OFFER | Was invitation to make offer |
- One case: advertisement was offer
- PepsiCo: advertisement was invitation for buyer to make offer
- Reasonable person standard: Would reasonable person believe Pepsi would give Harrier Jet to teenager?
- No evidence of seriousness (unlike smokeball’s bank deposit)
- Evidence of seriousness
- What reasonable person would conclude
- Whether seeking performance vs. seeking buyer’s offer
- Nature of promise (realistic vs. puffery)
E. Secretarial v. RJ Reynolds Tobacco Company (9th Circuit, 2012)
Facts:- RJ Reynolds ran “Camel Cash” program
- Customers collected coupons (C-notes) from cigarette packages
- Coupons redeemable for merchandise from catalog
- Company discontinued program abruptly
- Customers unable to redeem coupons
- Customers sued for breach of contract
- RJR made standing offer promising merchandise in exchange for Camel Cash
- Customers accepted by buying cigarettes and collecting coupons
- Company could not revoke arbitrarily without giving consumers chance to redeem
- Plaintiffs stated valid breach claim
Key Legal Principles from RJ Reynolds
1. Definition of Offer:“Offer is manifestation of willingness to enter into bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”
- Once you assent, bargain is concluded
- No need to say more than “I accept”
“Determination of whether particular communication constitutes operative offer, rather than inoperative step in preliminary negotiation, depends upon all surrounding circumstances.”Pertinent Inquiry:
“Whether individual to whom communication was made has reason to believe it was intended as an offer.”3. Bilateral Contract Definition:
“Bilateral contract consists of mutual promises made in exchange for each other by each of two contracting parties.”Both sides must have made promises 4. Conditions vs. Promises:
- Terms can be “conditions that plaintiff were required to satisfy to trigger RJR duty to perform”
- NOT same as “promise that plaintiff were bound to perform to avoid incurring their own contractual liability”
“Express or implied declaration in contract that raises duty to perform and subjects promisor to liability for breach or failure to do so.”6. Unilateral Contract:
“Involves exchange of promise for performance. Offer accepted by rendering performance rather than providing promise.”See Restatement 2d § 45 7. Advertisements - General Rule with Exception: General Rule:
“Advertisements of goods by display, sign, handbill, newspaper, radio, or television are not ordinarily intended or understood to be offers.”EXCEPTION:
“Offers of reward, including offers of reward for redemption of coupons.”8. Reward Offers:
“Very common where one desires to induce many people to action…to offer reward for such action by general publication.”
“Statement that plausibly makes offer of this kind must be reasonably interpreted according to terms and surrounding circumstances.”
“If statement calls for performance or commencement of performance of specific acts, actions in accordance will close contract or make offer irrevocable.”9. Buyers’ Advertisements:
“Advertisements placed by buyers inviting sellers to ship goods without prior communication are clear cases of offers.”Example: Payne v. Louth’s Press (1916) - reward coupons with soap wrappers
- Found enforceable unilateral contract
- Defendant advertised round-trip train ticket for consumers collecting 25 coupons from soap packages
- Common law rule (ads not offers) arose to address “potential for over-acceptance”
- RJR Case Different: “RJR alone decides how many C notes to distribute”
- Exercises absolute control over number of acceptances
- No reason to presume communication did not constitute offer
Evidence of Offer - Totality of Circumstances
Court found offer based on 7 factors:- Repeated use of word “offer” in C-notes
- Absence of disclaimer of intent to be bound
- Specific restrictions in C-notes:
- “Offer restricted to smokers 21 years of age or older”
- “Offer good only in USA”
- “Void when restricted or prohibited by law”
- “Check catalog for expiration date”
- “Limit 5 requests for catalog per household”
Illusory Promise
Definition: If offeror expressly reserves:- Not only right to revoke offer at will or without notice, BUT ALSO
- Unrestricted right not to perform
- Then offer is not legally effective as offer at all
- Promisor has complete discretion whether to perform
- “If I want to” language
- Right to cancel at any time without notice
- No actual commitment = no offer
- Car dealer: “I’ll give you car for $20,000”
- You: “I promise to buy if I want to, maybe today, maybe tomorrow, but I have right to cancel any time without notice”
- This is illusory - not binding
- No manifestation of intent to be bound
- Court found RJR committed for definite period (6 months)
- Not illusory
- “Agree to agree” = illusory promise
- “I agree if I want to, maybe” = illusory
Significance
Comparison:| Leonard (PepsiCo) | RJ Reynolds |
|---|---|
| Illusory promotional promise | Serious and defined offer |
| Puffery | Inducing consumer reliance |
| Joke (Harrier Jet) | Genuine program |
- Buying cigarettes and collecting coupons = acceptance AND consideration
- Reviews most concepts covered so far
- Discusses: offers, acceptance, puffery, illusory promises
- “Amazing decision” - comprehensive review in “plain, beautiful, concise language”
VIII. PROPER FORM OF ACCEPTANCE
A. Determining Proper Form
Central Question: Was this offer to bilateral or unilateral contract?B. Bilateral Contract Acceptance
- Offer to bilateral contract can only be accepted by promise
- Promise may be express or implied
C. Unilateral Contract Acceptance
- Offer to unilateral contract can only be accepted by return performance
- Generally requires full performance for contract formation
- Exception: Beginning of performance makes offer irrevocable for reasonable time
D. Beginning Performance - Special Rule
If offeree begins performance (not just preparation):- Offer becomes irrevocable for reasonable time
- Offeror cannot revoke by saying “I changed my mind”
- Offeree can sue if offeror attempts revocation
- BUT still needs full performance to complete contract
- Offer: “Walk across Brooklyn Bridge on Saturday at noon for $3,000”
- Offeree shows up, books flight, hotel, ready to walk
- Offeror says “I changed my mind”
- Result: Too late - beginning of performance makes offer irrevocable
- Must allow reasonable time to complete performance
IX. ADVERTISEMENTS AS OFFERS
A. General Rule
Advertisements generally NOT offers - invitation for offer from buyerB. Exceptions - When Advertisement IS an Offer
1. Rewards for Unilateral Contracts- FBI reward for information
- Lost dog rewards
- Redemption coupons
- VIN number for specific car
- Particular identified goods
- Example: “Ford Mustang VIN 1234 for sale at $X”
- Money deposited in bank (Carbolic Smokeball)
- Specific terms and conditions
- Absence of disclaimer
C. Responding to Advertisement
Important Rule: Response to advertisement = making an offer (not acceptance) MBE Tip: When responding to advertisement, you’re typically making offer- State Bar uses this as trick question
- Fall for this if unsure
- See general ad: “Lease Porsche Cayenne for $1,800/month”
- Call dealer: “Do you have car with these specific specs available at this price?”
- You just made an offer (not accepting their offer)
- Dealer can accept by saying “Yes, it’s ready for you”
X. NOTICE OF ACCEPTANCE
A. General Rule
- Notice typically required for bilateral contracts
- Notice may be waived by offeror
B. Unilateral Contracts - Notice NOT Required
- Performance = acceptance
- No need to notify offeror before or during performance
C. Offeror as Master of Offer
“Person who makes offer may dispense with notice to himself.”
- Can expressly or impliedly indicate particular mode of acceptance
- Offeree must follow indicated method
XI. DEATH OF OFFEROR
A. General Rule
- If offeror dies, offer dies with offeror
- Cannot accept offer after offeror’s death
B. Exception - Performance Already Begun
If performance already begun (unilateral contract):- Beginning of performance = acceptance OR makes offer irrevocable
- May have claim against estate
- Must sue estate (offeror is dead)
C. No Performance Begun
- If offer not yet accepted and no performance begun
- Death of offeror terminates offer
XII. OPTION CONTRACTS
A. Definition
Contract where offer remains open for specified period- Requires consideration to be enforceable
B. Common Law Rule
- Offers are freely revocable until accepted
- Exception: Option contract with consideration
- Example: “Here’s $1, keep offer open for 3 days”
C. UCC Merchant Firm Offer (§ 2-205)
- Merchant can send signed writing saying offer remains open
- Maximum period: 90 days (3 months) - CAPPED BY STATUTE
- Even if merchant says “120 days,” only enforceable for 90 days
- No consideration required (exception to common law rule)
D. Without Consideration
- Mere statement “offer open for 3 days” is NOT binding
- Offeror can revoke before acceptance
- Not actually “open” unless consideration paid
E. Lease Example
- 5-year lease with option to renew
- Signing of lease = consideration for option
- Can exercise option at specified time and price
XIII. ILLUSORY CONSIDERATION
A. Definition
Consideration that is fake or worthless- Not real bargain for exchange
B. Examples
- One penny: Most courts say not real consideration
- Could be 10 depending on:
- Past relationship of parties
- Prior dealings (if done same way for 20 years, court may enforce)
- Context and reasonableness
XIV. HYPO PROBLEMS
Problem 1 (Page 100)
Facts: Grandfather says to granddaughter: “If you make Pi Delta Kappa, I will pay you $20,000.” Granddaughter promises to attain membership. Question: Is there contract? Answer: NO Reasoning:- This is offer to unilateral contract
- Grandfather seeking performance (making Pi Delta Kappa)
- Granddaughter gave promise instead
- Promise is nullity - doesn’t accept unilateral offer
- Must actually perform (make Pi Delta Kappa)
- No contract formed
Problem 2 (Page 100-101)
Facts: On June 10, homeowners executed instrument for roofing company to re-roof residence. Document contained all material terms plus: “This agreement shall become binding only upon written acceptance thereof, or upon performance of work.” Questions:- Who makes offer?
- Does offer invite acceptance by performance only, promise only, or either?
- Homeowners make offer (to roofing company)
- Offer invites BOTH promise AND performance
- “Written acceptance thereof” = promise/bilateral acceptance
- “Upon performance of work” = unilateral/performance acceptance
- Offeror left door open for either method
- Roofing company can accept by:
- Signing agreement (promise), OR
- Starting/completing work (performance)
Problem 3 (Page 101)
Facts: A says to B: “If you promise to rake my lawn today, I promise to pay you $25.” B starts to rake in A’s presence (no express promise). Question: Is there contract? Answer: YES - Implied acceptance Reasoning:- Offer to bilateral contract (seeking promise)
- B did NOT give express promise
- B began performance in A’s presence
- Implied acceptance created
- A was present and could have objected/stopped B
- A remained silent = implied acceptance
- B’s conduct + A’s silence = contract formed
- Would be unfair to let A refuse payment after B performs work
- A watched B perform and said nothing
- Implies assent to the work
- Different if A had left and B performed in A’s absence
- Then no notice of acceptance
- Might not be contract
Problem 4 (Page 101) - TRICKY QUESTION
Facts:- January 2: A promises B to pay $7,500 if B paints outside of A’s summer house at Point Lookout within 2 weeks from January 2
- A states: “This offer is open for 3 days”
- B makes no express promise
- B begins job January 4 (within 3 days)
- B completes job January 9 (within 2 weeks)
-
Language Analysis:
- “Within 2 weeks from January 2” = can perform anytime in 14-day window
- “Offer open for 3 days” = seeking response within 3 days
-
“Open for 3 Days” Implication:
- If purely unilateral (performance only), why limit acceptance period to 3 days?
- Cannot complete performance in 3 days (need up to 2 weeks)
- Clearly implies A wants promise within 3 days
- Not seeking completion within 3 days
-
Bilateral vs. Unilateral:
- If truly unilateral: “Only way to accept is by painting house within 2 weeks. Thank you, goodbye.”
- But A said offer “open for 3 days” - left door open
- Implies B can call and say “I accept” within 3 days
-
Court Interpretation:
- Court would say: “You actually wanted return promise, not performance”
- Otherwise wouldn’t limit offer acceptance period to 3 days
- Two-week performance window ≠ three-day acceptance window
- “There is no black and white in law school”
- “Always leave door open for possibility”
- Must read every word carefully
- Ask: “Why is this detail here? Is it red herring?”
- The 3-day language is key to analysis
Additional Issue: Is Offer Actually Open for 3 Days?
Facts: A says “offer open for 3 days” Question: Can A revoke before 3 days expire? Answer: YES - offer NOT actually open for 3 days Reasoning:-
Common Law Rule: Offers are freely revocable until accepted
- Unless consideration paid for option contract
-
No Consideration Here:
- No payment to keep offer open
- No “Here’s $1, keep offer open 3 days”
- Therefore NOT option contract
-
Can Revoke Any Time:
- Before acceptance, A can say “I revoke my offer”
- Statement “open for 3 days” is not binding without consideration
- It’s open as long as A hasn’t revoked it
-
If Consideration Paid:
- Then becomes option contract
- Must keep open for 3 days
- Cannot revoke
-
UCC Alternative (if applicable):
- Merchant firm offer (§ 2-205)
- Signed writing by merchant
- No consideration needed
- Max 90 days (3 months)
- But this is common law question (services, not goods)
- Must be real consideration (not illusory)
- One penny = usually not sufficient (courts say it’s fake)
- Could be 10 depending on:
- Past relationship
- Prior course of dealing
- Context
XV. REWARD OFFERS - SPECIAL RULES
Multiple Reward Offers
Scenario: FBI offers 50,000 + Governor offers reward Question: Can performer collect from all? Answer: Potentially YES from all who made offers IF:- Performer had knowledge of each offer before performing
- Source was credible (reasonable person standard)
- Not mutually exclusive
- Each offer = separate contract
- Same performance satisfies all
- No pre-existing duty (if private citizen)
- Can collect from each offeror
- Would reasonable person rely on source?
- FBI = yes (full faith & credit of U.S. government)
- Elon Musk on official X account = probably yes (makes business when makes offer)
- Random person with 500 followers = probably no
- Must know about reward BEFORE performing
- If only knew about FBI reward, can only collect $100,000
- Cannot collect from Elon if didn’t know about his offer before performing
XVI. EXAM TIPS & PRACTICAL ADVICE
A. Writing Style
- Be BASIC - not sophisticated
- More basic = better grade
- Don’t complicate language
- “Don’t try to look like scholar”
- Just give facts, follow law, argue with facts
B. Using Case Names & Citations
General Advice: DON’T use case names (except UCC 2-207) Reasoning:- If you make small mistake (wrong case name or facts), graders will ding you
- Most graders know important cases by heart
- Risk of error outweighs benefit
- UCC § 2-207 - can reference by number
- But can also just say “Under UCC, Battle of the Forms…” without number
- Restatement sections (if certain)
- General principles without case names
- Court reasoning/language (without attribution)
C. Using Analogies & Examples
YES - Can and Should Use:- Analogies to explain concepts
- Hypotheticals to illustrate points
- Common sense examples
- “Absolutely can use analogies” - same as court arguments
- Stick to facts given in question
- Can add examples if helps demonstrate understanding
- Use to convey that you understand concepts
D. AI Use Warning
STRICTLY FORBIDDEN:- 9 students kicked out for using AI
- Exam questions designed to detect AI answers
- School MUST report to State Bar
- Consequence: Cannot attend ANY law school in country
- Permanent bar from legal profession
- “Not worth ruining your life”
- Video camera evidence
- Hired best lawyer to sue school - unsuccessful
- Reported to State Bar
- 28 years later, still not a lawyer
- Never recovered
XVII. KEY DEFINITIONS
- Acceptance: Assent to terms of offer in proper form
- Offer: Manifestation of willingness to enter bargain, so made as to justify another in understanding their assent will conclude it
- Bilateral Contract: Mutual promises made in exchange for each other by each of two contracting parties
- Unilateral Contract: Exchange of promise for performance; accepted by rendering performance rather than providing promise
- Consideration: Bargain for exchange involving legal benefit for legal detriment
-
Legal Detriment:
- (1) Performs/promises to perform act they have no pre-existing duty to do, OR
- (2) Refrains/promises to refrain from performing act they have legal right to do
- Quid Pro Quo: “This for that” - bargain for exchange relationship
- Implied Promise: Occurs when offeree begins performance with awareness of offer
- Illusory Promise: Promise giving promisor complete discretion whether to perform; not legally effective as offer
- Mirror Image Rule: Acceptance must be exact copy of offer - nothing added, deducted, or changed
- Counteroffer: Both rejection of original offer AND publication of new offer
- Option Contract: Offer kept open for specified period in exchange for consideration
- Merchant Firm Offer: UCC § 2-205 - merchant’s signed writing keeping offer open (max 90 days) without consideration
- Puffery: Exaggerated advertising claims not intended as binding offers
- Duty to Read: Party’s obligation to read contract before signing; cannot escape by claiming didn’t read/understand
- Objective Standard: Contract interpretation based on what reasonable person would understand, not subjective intent
- Pre-existing Legal Duty: Obligation already owed; cannot serve as consideration
XVIII. IMPORTANT RESTATEMENT & UCC CITATIONS
-
UCC § 2-207: Battle of the Forms
- Subsection (1): Additional/different terms in acceptance
- Subsection (2): Between merchants rules
- Subsection (3): Conduct of parties
- UCC § 2-205: Merchant Firm Offer (90-day max, no consideration required)
- Restatement 2d § 45: Beginning performance in unilateral contract makes offer irrevocable
- Restatement 2d § 224: Promise as express/implied declaration creating duty to perform
- California Penal Code § 842: Police officer duties (on-duty and off-duty status)
XIX. ADDITIONAL LEGAL PRINCIPLES
A. Duty to Read
- Every party has duty to read contract
- Cannot claim “didn’t read” or “didn’t understand”
- Applies even to foreign language (for sophisticated parties)
- Exceptions:
- California law requires certain contracts in multiple languages
- Dealers must provide car sales contracts in Spanish (if applicable)
B. Battery in Medical Context
Definition: Performing treatment without consent = battery Examples:-
Patient consents to remove tooth #3
- Doctor removes tooth #4 instead
- Battery - no consent for tooth #4
-
Patient consents to COVID shot
- Receives flu shot instead
- Battery - no consent for flu shot
-
Patient sedated in dentist chair
- Dentist/nurse steals wallet
- NOT medical malpractice - it’s theft/embezzlement
- Must have consent for specific treatment
- Performing different treatment = battery
- Not all acts in medical office are “medical malpractice”
C. Boxing Ring Analogy - Consent
- Boxer consents to being punched (hand-to-hand)
- Does NOT consent to:
- Use of weapons
- Kicks (if not allowed in rules)
- Exceeding scope of consent = battery/assault