Contracts Outline – Penn – Madison – Fall 2005
Featured is a 62 page contracts outline from the fall 2005 semester course taught by Professor Madison at the University of Pennsylvania Law School. An image showing a portion of the outline is presented below. You will immediately receive an email containing download links for this document in both DOC and PDF format. You may download both files as many times as you like for 72 hours.
Mirror Image Rule
a. Manifestations of acceptance that differ in terms from the original offer are counteroffers.
b. In the case Ardente v. Horan the plaintiff bid on the defendant’s residential property. The defendant’s attorney notified the plaintiff that the bid would be acceptable and drafted a sale agreement. The plaintiff signed it and returned it with a deposit and a letter which enumerated several items in the house that they would like to confirm as part of the transaction. The defendant refused to include the items and refused to sell the real estate.
i. Rule: An acceptance must be definite and unequivocal and may not impose additional conditions on the offer or add limitations, otherwise it is a counteroffer requiring acceptance by the original offeror.
ii. There was uncertainty when the offer was made because the defendant didn’t sign the agreement when they sent it to the plaintiff, but the court assumes that it was an offer anyway.
4. Acceptance by Performance
a. “Unilateral contract”
b. In the British case Carlill v. Carbolic Smoke Ball Co., the defendant company placed an advertisement in the paper that £100 will be paid to any person who contracts the flu or a cold after having used the ball three times daily for two weeks according to the printed directions supplied with each ball. The plaintiff bought a smoke ball, used it as directed for two months, and sought to collect after contracting the flu despite using it as indicated.
i. The offer in the ad should not be enforced if it was a mere puffery because it would impose unwanted restrictions on advertising. The explicit gesture of depositing money in the bank however dispels the notion that the claims were mere puffery.
ii. Rule: It is sufficient in the case of a continuing offer that notice of acceptance is supplied at the same time as notice of performance provided that the offer has not been revoked.