Term
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Definition
| Holding: Where neither party knows or has reason to know of the ambiguity or where both know or have reason to know, the ambiguity is given the meaning that each party intended it to have |
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Term
| Embry v. Hargadine-McKittrick Dry |
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Definition
| Holding: The secret feelings, intentions or beliefs of a party will not affect the formation of a contract in which their words and acts indicate that they intended to enter into a binding agreement |
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Term
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Definition
| Holding: An acceptance is effective when it is posted even though a subsequent rejection is actually received before the acceptance |
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Term
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Definition
| Holding: A general letter informing others that a merchant as a product for sale may not constitute an offer that binds the merchant upon acceptance |
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Term
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Definition
| Holding: An offer to enter into a unilateral contract may be withdrawn at any time prior to performance of the act requested to be done |
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Term
| Carlill v. Carbolic Smoke Ball |
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Definition
| Holding: An advertised reward to anyone who performs certain conditions specified in the advertisement is an offer, and the performance of such conditions is an acceptance that creates a valid contract |
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Term
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Definition
| Holding: An offer to give away a prize contingent upon performance of an act is enforceable by one doing the act |
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Term
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Definition
| Holding: Where the offeror merely suggests a permitted method of acceptance, other methods of acceptance are not precluded |
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Term
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Definition
| Holding: In case of doubt it is presumed that an offer invites the formation of a bilateral rather than a unilateral contract |
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Term
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Definition
| Holding: A counteroffer is a rejection of the original offer and terminates it |
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Term
| Richardson v. Union Carbide |
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Definition
| Holding: Where contracts contain conflicting terms, the conflicting terms fall out and, if necessary, get substituted by suitable U.C.C. gap-filler provisions |
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Term
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Definition
| Holding: A buyer accepts goods when, after an opportunity to inspect, he fails to make an effective rejection |
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Term
| Hobbs v. Massasoit Whip Co. |
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Definition
| Holding: Silence may constitute acceptance in appropriate cases |
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Term
| Obering v. Swain-Roach Lumber Co. |
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Definition
| Holding: The fact that a contract has a condition precedent to its formation does not make the contract too indefinite to be enforceable |
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Term
| Wood v. Lucy, Lady Duff-Gordon |
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Definition
| Holding: While an express promise may be lacking, the whole writing may be instinct with an obligation – an implied promise – imperfectly expressed so as to form a valid contract |
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Term
| Omni Group v. Seattle-First |
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Definition
| Holding: A contractual condition calling for the subjective satisfaction of a party imposes a duty of good faith in the exercise of the party’s discretion and is not illusory |
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Term
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Definition
| Holding: Output contracts are valid and any indefiniteness or mutuality is supplied by a good-faith requirement implied by the U.C.C. into such contracts |
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Term
| Empro Manufacturing v. Ball-Co Manufacturing |
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Definition
| Holding: Parties who have made their pact subject to a later definitive agreement have manifested an intent not to be bound |
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Term
| Kabil Developments Corp. v. Mignot |
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Definition
| Testimony as to the subject opinions of a party regarding a contract may be admitted so long as a suitable jury instruction counteracting any prejudicial effect such testimony might have given |
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