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Contracts Assignment #7model

Joan's June 30th fax to Bob was an offer to sell 100 acres of land for $1,000 per acre. Although Joan was not obligated to offer the land exclusively to Bob, Bob's response was a valid acceptance of Joan's offer, as it mirrored the key terms regarding object, quantity and price. While the offer would have terminated upon Bob's death, if he had already accepted, his estate could have enforced the contract. Joan's July 3rd fax revoking the offer was effective, as it was received at Bob's office, an authorized location, prior to his acceptance that same day.

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103 views1 page

Contracts Assignment #7model

Joan's June 30th fax to Bob was an offer to sell 100 acres of land for $1,000 per acre. Although Joan was not obligated to offer the land exclusively to Bob, Bob's response was a valid acceptance of Joan's offer, as it mirrored the key terms regarding object, quantity and price. While the offer would have terminated upon Bob's death, if he had already accepted, his estate could have enforced the contract. Joan's July 3rd fax revoking the offer was effective, as it was received at Bob's office, an authorized location, prior to his acceptance that same day.

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wootenr2002
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1. YES, Joan's June 30th fax certainly appears to have been an offer.

Joan was not merely


advertising the land's availability for sale; she solicited Bob's purchase of the land. Her fax used
the word "offer" three times. Although that is not dispositive, it is indicative of her intent and of
Bob's understanding. Joan also indicated that she was only offering the land to Bob for a stated
time (whether, in fact, she was or not), further reinforcing the conclusion that Joan's fax was an
offer to sell 100 acres of undeveloped land for $1,000 per acre and that Bob could have
concluded the agreement by accepting the offer.

2. NO, Joan was not obligated to offer the land to Bob exclusively. As a general rule, an
offeror may revoke her offer at any time prior to the offeree's acceptance, notwithstanding
seemingly contrary language in the offer. R2 §§ 36(1)(c), 42 & 43. Two exceptions to the
general rule are binding options (see R2 § 87(1)(a)) and statutory firm offers (see UCC § 2-205
and R2 § 87(1)(b)). Joan's offer was neither a binding option nor firm offer. The firm offer rule
applies only to offers by merchants to sell goods. Land is not a good, so the firm offer rule does
not apply. Joan might have created an option in favor of Bob. But, because the option was not
supported by separate consideration, Joan was free to ignore the option and sell to a third party,
R2 § 87(1)(a) -subject to the risk that Bob had already accepted without Joan's knowledge.

3. YES, Bob accepted her offer. The "mirror image rule" requires a purported acceptance to
contain precisely the same terms as the offer - no more, no less. R2 § 58. The common law
considers a purported acceptance not satisfying the "mirror image rule" to be a counteroffer. R2
§ 59. The object, quantity, and price terms of Bob's e-mail mirrored those of Joan's fax. The only
term missing from his e-mail related to the time within which Bob was required to accept, but he
accepted within the time allotted. As such, the e-mail satisfied the "mirror image rule," and was
an acceptance per R2 § 50(1).

4. PROBABLY NOT (could Bob’s son accept Joan’s offer). Unless the terms of the offer
stated otherwise, Joan's offer was personal and terminated on either Joan's or Bob's death or
incapacity. R2 §§ 36(1)(d) & 48; see, e.g., Heideman v. Northwestern National Life Insurance
Co., 546 N.W.2d 760 (Minn. Ct. App. 1996). On the other hand, if Bob had died after timely and
validly accepting Joan's offer, Rochester could insist that Joan perform the contract that was
formed before Bob died. See, e.g., In re Beier, 137 A.2d 617 (ICJ. Super Ct. Ch. Div. 1958).

5. YES, Joan's revocation should have been effective. As explained in the answer to
Question 2, Joan was free to revoke her offer to Bob at any time prior to Bob's acceptance. A
revocation is effective when, inter alia, the offeror deposits it in some place that the offeree has
authorized as a place to deposit such communications. R2 §§ 42 & 68; see also UETA § 15(b).
So, if Bob's office is an authorized place to receive this type of correspondence, Bob may be
deemed to have "received" Joan's revocation as soon as the fax was "deposited" at his office -
probably within seconds of when Joan sent it by fax at 12:00 p.m. on July 3d. Given that Bob
received Joan's initial offer by fax at his office, and that he did not tell Joan to direct future
correspondence elsewhere, there is no reason to believe that Bob's office was not an authorized
place to receive Joan's fax. Because Bob received Joan's revocation before he dispatched his
acceptance (albeit from a different location) at 1:00 p.m. the same day, Joan's revocation would
have terminated Bob's power to accept.

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