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9-26-2026 | Lecture 5 - Acceptance, Offer Termination, and the Mailbox Rule

Deleted user User has deleted their subject information English 60 cards

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  1. 1What is the core principle of horizontal equity in contract formation?Neither party is legally bound to a contract until both parties are bound.
  2. 2Under UCC § 2-207(2), how are additional terms treated when at least one party is a non-merchant?They are treated as mere proposals for addition to the contract and do not become part of the agreement without explicit assent.
  3. 3What is the Mailbox Rule?A common law rule holding that an acceptance is effective and forms a binding contract at the exact moment of dispatch.
  4. 4What are the four primary events that terminate an offeree's power of acceptance?1) Rejection or counter-offer; 2) Lapse of time; 3) Revocation by offeror; 4) Death or legal incapacity of either party.
  5. 5Under Restatement (Second) § 58, what degree of compliance with the offer's terms is required for an acceptance?The acceptance must comply exactly with the requirements of the offer regarding terms and manner.
  6. 6How is a contract formed under UCC § 2-207(3) when written communications fail to form an agreement?Through conduct by both parties recognizing the existence of a contract (such as shipping and accepting goods).
  7. 7What three statutory exceptions under UCC § 2-207(2) prevent additional terms from becoming part of a merchant contract?1) Offer expressly limits acceptance to its terms; 2) Terms materially alter the contract; 3) Objection is made prior or within a reasonable time.
  8. 8When is a rejection of an offer effective under common law?Upon receipt by the offeror.
  9. 9Under common law, what is the legal effect of an acceptance that contains qualified or variant terms?It acts as a rejection of the original offer and constitutes a counter-offer.
  10. 10What is meant by the definiteness requirement in contract formation?The essential terms of an offer must be sufficiently clear to provide a basis for determining breach and giving an appropriate remedy.
  11. 11What are the two principal requirements for an enforceable agreement?Assent and Definiteness.
  12. 12What is the legal effect of the offeror's or offeree's death prior to acceptance?It automatically terminates the offer and the power of acceptance without requiring notice.
  13. 13How does UCC § 2-206(1)(a) define acceptable modes of acceptance for sale of goods contracts?Acceptance may be made in any manner and by any medium reasonable under the circumstances unless unambiguously indicated otherwise.
  14. 14Does the Mailbox Rule apply to option contracts?No; an acceptance under an option contract is effective only upon receipt by the offeror.
  15. 15Does a Firm Offer under UCC § 2-205 require consideration to remain irrevocable?No, consideration is not required.
  16. 16Under UCC § 2-207(1), when does an acceptance form a contract even if it contains additional or different terms?When it is a definite and seasonable expression of acceptance, unless acceptance is expressly made conditional on assent to the variant terms.
  17. 17What terms comprise a contract formed by conduct under UCC § 2-207(3)?The terms on which the written records of the parties agree, combined with applicable UCC gap-fillers.
  18. 18What function do UCC Gap-Fillers serve under UCC § 2-207(3)?They supply standard terms (such as warranty, delivery, or place of performance) missing from the parties' agreeing communications.
  19. 19According to Restatement (Second) § 35, what is the legal effect of terminating a power of acceptance?The offeree's legal power to create a binding contract by acceptance ceases to exist.
  20. 20What is the majority legal approach ("Knockout Rule") for handling "different terms" under UCC § 2-207?Conflicting terms in the offer and acceptance drop out entirely and are replaced by standard UCC gap-fillers.
  21. 21What three elements are required to form a valid common law option contract?1) An underlying offer; 2) A subsidiary promise to keep the offer open; 3) Consideration for that promise.
  22. 22Under Restatement (Second) § 69(1)(a), when does taking the benefit of offered services operate as acceptance?When the offeree takes the benefit with a reasonable opportunity to reject them and reason to know compensation was expected.
  23. 23What legal principle gives the offeror the right to set the terms, requirements, and manner of acceptance?The "master of the offer" rule.
  24. 24What is the legal definition of contract acceptance under Restatement (Second) of Contracts § 50?A manifestation of assent to the terms of an offer made by the offeree in a manner invited or required by the offer.
  25. 25Under UCC § 2-207(2), what is the default rule for additional terms in contracts between merchants?Additional terms automatically become part of the contract unless a statutory exception applies.
  26. 26How does 39 U.S.C. § 3009(b) treat unordered merchandise sent through the mail?It may be treated as an unconditional gift by the recipient without any legal obligation to pay or return it.
  27. 27What is the maximum duration of irrevocability for a Firm Offer under UCC § 2-205?Three months (any stated period longer than three months is enforceable only up to three months).
  28. 28Under what condition is an acceptance ineffective even if dispatched before a rejection reaches the offeror?If the rejection reaches the offeror first and the offeror detrimentally relies on that rejection.
  29. 29When is an offer effective under common law rules of communication?Upon receipt by the offeree.
  30. 30What rule applies if an offeree dispatches a rejection first, and then dispatches an acceptance?The Mailbox Rule does not apply; whichever communication reaches the offeror first governs.
  31. 31What exception under UCC § 2-206 prevents a shipment of non-conforming goods from acting as a contract breach?Shipping non-conforming goods seasonably notified to the buyer as an accommodation.
  32. 32Who bears the risk of transmission loss or delay of an acceptance sent by mail?The offeror bears the risk under the Mailbox Rule.
  33. 33Who holds the legal power to accept an offer under Restatement (Second) § 29 and § 52?Only the person or entity invited by the offeror to furnish consideration.
  34. 34Under UCC § 2-206, what are the legal consequences of shipping non-conforming goods without notice?The shipment operates simultaneously as an effective acceptance and an immediate breach of contract.
  35. 35What is a counter-offer?An offeree's response proposing a different bargain, which acts as a rejection of the original offer and terminates the power of acceptance.
  36. 36Can an offeree sell or transfer their right to accept an offer to a third party?No, an offer creates an inalienable right personal to the offeree that cannot be sold or assigned.
  37. 37Under UCC § 2-206, how can a seller accept an offer to buy goods for prompt or current shipment?By a prompt promise to ship conforming goods or by prompt shipment of conforming or non-conforming goods.
  38. 38What is the common law Mirror Image Rule?The requirement that an acceptance must match the offer's exact terms unequivocally without addition, qualification, or change.
  39. 39What is the general common law default rule regarding the lapse of face-to-face or oral offers?An oral offer lapses at the end of the conversation unless language or circumstances indicate otherwise.
  40. 40What is the minority legal approach for handling "different terms" under UCC § 2-207?The different terms in the acceptance are ignored, and the original terms of the offer control.
  41. 41Under Restatement (Second) § 30(1), how can an offeror dictate the manner of acceptance?By explicitly requiring either a promise or a performance in response to the offer.
  42. 42Give a classic example of an additional term that constitutes a material alteration under UCC § 2-207.A clause disclaiming standard implied warranties such as merchantability or fitness for a particular purpose.
  43. 43How does the dispatch of a proper acceptance affect the offeror's power to revoke?The offeror's power to revoke is immediately terminated upon dispatch under the Mailbox Rule.
  44. 44What is the default rule for notification of acceptance in a bilateral contract under Restatement (Second) § 56?The offeree must exercise reasonable diligence to notify the offeror of acceptance.
  45. 45What is a Firm Offer under UCC § 2-205?An irrevocable offer by a merchant to buy or sell goods, made in a signed writing, giving assurance that it will be held open.
  46. 46How does Restatement (Second) § 60 distinguish between prescribed terms and suggested terms for acceptance?Prescribed terms require strict compliance to form a contract, whereas suggested terms permit alternative reasonable times, places, or manners.
  47. 47What constitutes performance in a bilateral contract versus a unilateral contract?Bilateral contracts require acceptance by a return promise, whereas unilateral contracts require acceptance by complete performance.
  48. 48What is the legal impact of an express restriction limiting an offer to a specific class of offerees?Only members meeting that specified class criteria possess the legal power to accept the offer.
  49. 49What is the default rule for notification of acceptance in a unilateral contract under Restatement (Second) § 54?Notice is not required upon performance unless the offeree knows the offeror has no adequate means of learning of the performance.
  50. 50What is an Option Contract at common law?A binding agreement to keep an offer open for a specified period of time, supported by consideration.
  51. 51What defines a "material alteration" of a contract under UCC § 2-207(2)(b)?A term that would result in unreasonable surprise or hardship if incorporated without the other party's express awareness.
  52. 52What is the legal effect of an offeree's response under UCC § 2-207(1) that is "expressly made conditional on assent to additional or different terms"?It is a counter-offer, not an acceptance, and forms no contract unless the offeror affirmatively assents.
  53. 53What is the default rule under Restatement (Second) § 30(2) if an offer does not specify the manner or medium of acceptance?The offeree may accept by promise or performance, in any manner and by any medium reasonable under the circumstances.
  54. 54What factors determine whether a "reasonable time" has elapsed for an offer without a explicit expiration date?Subject matter, market conditions, and the degree of urgency communicated by the medium used.
  55. 55What primary common law doctrine does UCC § 2-207 abolish in commercial transactions?The Mirror Image Rule.
  56. 56What is the default duration of an offer if no specific expiration time is stated?A reasonable time period under Restatement (Second) § 36(1)(b).
  57. 57What is an offer revocation?The offeror's withdrawal of an offer prior to acceptance, terminating the offeree's power of acceptance.
  58. 58When is a revocation of an offer effective under common law?Upon receipt by the offeree.
  59. 59What is the general legal rule regarding an offeree's silence operating as acceptance?Ordinarily, silence or inaction does not constitute acceptance, and the offeror cannot compel it.
  60. 60To which contractual communications does the Mailbox Rule strictly apply?Acceptances only.

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User has deleted their subject information Flashcards on 9-26-2026 | Lecture 5 - Acceptance, Offer Termination, and the Mailbox Rule, created by Deleted user on 21/10/2026.
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Deleted user · Oct 2026
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Oct 21, 2026
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  • Created by Giovanna Minotta · Oct 21, 2026
  • Copied by Giovanna Minotta · Oct 21, 2026
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