The Offer Contracts Merges 2 7 2011 Owen

The Offer Contracts - Merges 2. 7. 2011

Owen v. Tunison

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Owen v. Tunison • Procedural history

Owen v. Tunison • Procedural history • It is apparently the first appeal – “reported to the law court” – “from the record it appears. . . ”

Owen • The π buyer (O); Δ seller (T) • What is π’s cause of action?

Owen • The π buyer (O); Δ seller (T) • What is π’s cause of action? • What remedy does π seek? – Unusually, damages rather than SP

Owen • The π buyer; Δ seller • What is π’s cause of action? “Granted [there may be a K]. . . after the [owner] has made an offer in writing to sell to the [buyer], and such offer has been so accepted. . ” – Bottom p. 127

The communications 1. 10/23/29: O letter to T 2. 11/12/29: T letter to O 3. 12/6/29: O letter/telegraph to T

Labeling the communications: for π buyer 1. 10/23/29: O letter to T 2. 11/12/29: T letter to O 3. 12/6/29: O letter/telegraph to T

Labeling the communications: for Δ seller 1. 10/23/29: O letter to T 2. 11/12/29: T letter to O 3. 12/6/29: O letter/telegraph to T

The key language in T’s 11/12 Letter “it would not be possible for me to sell it unless I was to receive $16, 000 cash”

What does the court say about this?

What does the court say about this? • “It cannot be successfully argued that Δ made any offer. . ” • P. 128

Why not? • Legally, what is an offer?

Offer • A statement that indicates to the other party that the other party has the power to “close the K” • P. 128, Note

Labeling the communications 1. 10/23/29: O letter to T Offer ? 2. 11/12/29: T letter to O 3. 12/6/29: O letter/telegraph to T

Labeling the communications 1. 10/23/29: O letter to T 2. 11/12/29: T letter to O Counteroffer ? 3. 12/6/29: O letter/telegraph to T

Labeling the communications 1. 10/23/29: O letter to T 2. 11/12/29: T letter to O 3. 12/6/29: O letter/telegraph to T “Purported acceptance”

Redraft exercise • So π wins: • So Δ wins:

Redraft exercise • So π wins: “I will sell for $16, 000. ” • So Δ wins: “I will not entertain an offer for less than $16, 000. ”

• Southworth v. Oliver – Problem, p. 132

• Southworth v. Oliver – Problem, p. 132 – More terms? – Previous communications? – context – Multiple Recipients: why not an offer?

Harvey v. Facey • Communications • Legal Characterizations

Harvey v. Facey Legal Characterizations – Harvey telegraph: (1) will you sell; (2) telegraph lowest cash price – Facey response: “Lowest price £ 900” – Harvey reply: “We accept”

What was agreed on? • At most, the price; not the fact of an offer • So nothing to accept

• “everything else is left open”

Fairmount Glass v. Crunden. Martin

James Byron Dean, son of a dental technician and a farmer's daughter, Winton A. and Mildred Wilson Dean, was born February 8, 1931. Mr. and Mrs. Dean, with their young son, moved to Fairmount shortly after his birth

Fairmount Glass v. Crunden. Martin • Appellee – π – buyer • Appellant – Δ – seller

Communications 1. 4/20 Letter C-M (Buyer) to F (Seller) 2. 4/23 Letter F (Seller) to C-M (Buyer) 3. 4/24 Letter C-M (Buyer) to F (Seller)

Communications 1. 4/20 Letter C-M (Buyer) to F (Seller) “Please advise the lowest price. . . ” – invitation for an offer 2. 4/23 Letter F (Seller) to C-M (Buyer) 3. 4/24 Letter C-M (Buyer) to F (Seller)

Communications 1. 4/20 Letter C-M (Buyer) to F (Seller) 2. 4/23 Letter F (Seller) to C-M (Buyer) “We quote you. . . ” 3. 4/24 Letter C-M (Buyer) to F (Seller)

Communications 1. 4/20 Letter C-M (Buyer) to F (Seller) 2. 4/23 Letter F (Seller) to C-M (Buyer) 3. 4/24 Letter C-M (Buyer) to F (Seller) “Enter order 10 carloads as per your quotation”

Specificity of Terms • 4/23 letter F to C-M – Quantity term? • Cf. Moulton v. Kershaw, p. 133 n. 2.

Holding • “We quote you” – in this case, this was an offer • CONTEXT is key – p. 132

Additional terms? • “Jars and caps to be strictly firstquality goods”

• “I offer you $3000 for your 1985 Toyota Celica. ” • “I accept, if you throw in your used Fender guitar”

Lefkowitz v. Great Minneapolis Surplus Store

Fitzgerald Theater, St. Paul Minnesota

Lefkowitz • What is the “general rule” regarding advertisements? • Why?

Lefkowitz • Facts

Reconciling Lefkowitz with the “general rule” re: ads

Reconciling Lefkowitz with the “general rule” re: ads The problem of unlimited acceptance is solved in Lefkowitz – by the “first come, first served” term -- compare Moulton v. Kershaw, p. 133.

Lefkowitz • Facts • “House rule” – for women only

Lefkowitz • Facts • When did Lefkowitz ACCEPT the store’s offer?

The “House rule” • Did court get it wrong? – Cannot accept an offer not aimed at you • Isn’t this discrimination? – Compare employment and housing