Advice Austin of his legal position and what remedies, if any, are. Offer and Acceptance is a traditional approach in contract law which is used to determine when an agreement exists between two parties. In order to constitute a contract, there must be an offer by one person to another and an acceptance of that offer by the person to whom is made. A legally binding offer in order to be valid will have to include clearly stated terms because sometimes a statement may be indefinite to consist of a valid offer. Also, an offer will include intention to do business and as a final feature the offer must be communicated to the offeree.The communication of an offer may be written or spoken but it may usually be by conduct.
Reasonableness itself is any clause which purports to either exclude or restrict liability for a breach of contract (s.3 of the Unfair Contract Terms Act 1977), this applies where the party subject to the term is either dealing as a consumer or on the other party’s written standard terms of business. Meaning that a non –consumer party will be subject to a test of reasonableness (s.3(2)(a)). In s.3(2)(b) it goes further into discussing the extension towards any contractual term by virtue which a party may claim to be entitled. Within these provisions we can infer that it’s this section is trying to exclude liability indirectly, by using the clauses that define a party’s obligations very restrictively. The requirement of reasonableness is set out in s 11 of the UCTA 1977, the main element of the test is that ….a fair and reasonable one to be included having regard of the circumstances which were or ought reasonably to have been, known to or in the contemplation of the parties when the contract was made.
Purchases of assets are characterized by the acquisition by the buyer of specified assets from an entity, which may or may not represent all or substantially all of its assets, and the assumption by the buyer of specified liabilities of the seller, which typically do not represent all of the liabilities of the seller. When the parties choose to structure an acquisition as an asset purchase, there are unique drafting and negotiating issues regarding the specification of which assets and liabilities are transferred to the buyer, as well as the representations, closing conditions, indemnification and other provisions essential to memorializing the bargain reached by the parties. There are also statutory (e.g., bulk sales and fraudulent transfer statutes) and common law issues (e.g., de facto merger and other successor liability theories) unique to asset purchase transactions that could result in an asset purchaser being held liable for liabilities of the seller which it did not agree to assume. These drafting and legal issues are dealt with from a United States (“U.S.”) law perspective in (1) the Model Asset Purchase Agreement with Commentary, which was published by the Mergers & Acquisitions Committee (formerly named the Negotiated Acquisitions Committee) (the “M&A Committee”) of the American Bar Association (“ABA”) in 2001 (the “Model Asset Purchase Agreement” or the “Model Agreement”); (2) the Revised Model Stock Purchase Agreement with Commentary, which was published by the M&A Committee in 2010 (the “Model Stock Purchase Agreement” or the “RMSPA”); and (3) the Model Public Company Merger Agreement with Commentary which was published by the M&A Committee in 2011 (the “Model Public Company Merger Agreement”). In recognition of how mergers and acquisitions (“M&A”) have
Since this contract is for the sale of moveable goods (widgets), common law is not relative to this transaction; rather this contract will be governed by Article 2, of the Uniform Commercial Code (“UCC”). 1. Applicable Law: This contract involves widgets that is, moveable goods within the meaning of Article 2 of the UCC. Goods are all things that which are moveable at the time of identification of the contract for sale; it is limited to the present or future sale of goods. In this case, the facts suggest that the parties are seller (Abe) and buyer (Bob) which make them “merchants” within the meaning of the UCC because Abe is selling his widgets and Bob is buying widgets for his business.
The contract that Gerald and Kids Care formed is a bilateral contract “promise for a promise” created by two parties, which may be enforceable and considered under the doctrine of promissory estoppel (also called detrimental reliance). The doctrine of promissory estoppel can help enforce a promissory contract in a court of law. The doctrine of promissory estoppel may be applied when problems concerning consideration are present. According to the Business Law (Miller & Hollowell, 2012) textbook, in order for the doctrine of promissory estoppel to be applied, a number of elements are required: 1.
The offer-acceptance process is a fairly common approach to establish an agreement. It is seen in one form in the Request for Bid/Proposal processes government agencies use, and with other companies that are looking to obtain the best reasonable pricing with limited negotiations of other terms in the agreement. The company wishing to establish an agreement with another company may publish it’s intent to accept offers for a specific item or service and within that offer outline the terms of submitting an offer. This may include date and time offer must be submitted and standard contract terms if the offer is accepted. During the offer-acceptance process counter offers may be allowed and an agreement can be established based on the original terms outlined.
Jinwoo Park (100791161) ASSIGNMENT 2 1. Issue: Can Valley Homes revoke their original offer legally? Rules: A valid offer must contain all the terms to be included in the contract. An offer is the act of presenting something for acceptance. The offer can be revoked at any time before it is actually accepted.
Whether or not B will have a cause of action for damages for breach of contract depends on whether the Heads of Agreement is itself an enforceable contract. Since A and B have executed the Heads of Agreement, they themselves may have come to an agreement, and execution excuses the need to go through an offer and acceptance analysis to find an agreement. Moreover, the language of the document reflects this conclusion; it records the completion of negotiations for the ‘Heads of Agreement’. Nevertheless, as a matter of law, the parties must have reached a certain and complete agreement R. Under the objective theory of contract; it cannot be concluded that the parties have reached an agreement if it is impossible to ascertain the meaning and legal effect of the terms agreed. Moreover, despite the execution of a document, there will be no enforceable agreement if the contents of that document evidence a positive intention not to contract.
Since this contract is for the sale of moveable goods (widgets), common law is not relative to this transaction; rather this contract will be governed by Article 2, of the Uniform Commercial Code (“UCC”). 1. Applicable Law: This contract involves widgets that is, moveable goods within the meaning of Article 2 of the UCC. Goods are all things that which are moveable at the time of identification of the contract for sale; it is limited to the present or future sale of goods. In this case, the facts suggest that the parties are seller (Abe) and buyer (Bob) which make them “merchants” within the meaning of the UCC because Abe is selling his widgets and Bob is buying widgets for his business.
Therefore, it is important that you ask your solicitor or adviser to explain any language or terminology that you may not understand. A contract is also known as the body of law that sets out all the oral and written agreements associated with the exchange of goods and services, money and properties. It may also include topics such as the nature of contractual obligations, the limitation of actions, Freedom of contract, the privity of contract and it also covers agency relationships, commercial paper and contracts of employment. * Contract Types There are at least two different definitions of the term "verbal contract." People use it to describe an oral contract, in which people make a spoken agreement, but that agreement is not formalized with a written contract.