What is an Offer? - 1) opinions about future results, including professional opinions
2) statements of intention (including letters of intent which merely memorialize negotiations)
3) invitations to submit a bid
4) price estimates
5) advertisements, catalogs and mass mailings
6) auctions with ...
GBL 385 Exam #2
What is an Offer? - 1) opinions about future results, including professional opinions
2) statements of intention (including letters of intent which merely memorialize negotiations)
3) invitations to submit a bid
4) price estimates
5) advertisements, catalogs and mass mailings
6) auctions with reserve
Characteristics of sole proprietorship - Unlimited personal liability for losses
Management
No formalities
Net profits taxable to owner
Can file fictitious business name (d/b/a)
CORPORATIONS - A corporation is a separate legal entity that has been incorporated either
directly through legislation or through a registration process established by law. Incorporated entities
have legal rights and liabilities that are distinct from their employees and shareholders, and may conduct
business as either a profit-seeking business or not-for-profit business. Early incorporated entities were
established by charter (i.e. by an ad hoc act granted by a monarch or passed by a parliament or
legislature). In addition to legal personality, registered corporations tend to have limited liability, be
owned by shareholders who can transfer their shares to others, and controlled by a board of directors
who are normally elected or appointed by the shareholders.
A valid contract must... - A validly formed contract must provide a basis for determining the
existence of a breach and for giving an appropriate remedy [Restatement § 33].
Adequate vs. Sufficient Consideration - Adequacy of consideration relates to whether the bargain
involves an exchange of equal value. Generally, however, courts do not concern themselves with
whether consideration is adequate, honoring the concept of freedom of contract. On the other hand,
courts do require consideration to be "sufficient", which relates to whether there is a legal detriment
incurred as part of a bargained exchange of promises or performances.
, advertisements, catalogs and mass mailings - Courts have ruled that it is unreasonable for one to
believe that the merchant intends to be bound with all whom receive or read such literature unless the
power of acceptance is clearly limited to the first person(s) that fulfills the act for which the incentive is
offered.
AGENCY LAW - Agency: A fiduciary relationship between two persons in which one acts on behalf
of the other
Principal: (P) is bound by acts of agent
Agent: (A) acts on behalf of principal, subject to P's control
AGENT'S DUTIES OWED TO PRINCIPAL - Loyalty
Obedience
Accounting
Performance
Arbitration Agreements - contractually removing certain disputes from litigation and using
alternate dispute resolution instead of court.
auctions with reserve - An auction is "with reserve" unless announced to the contrary. In an
auction with reserve, the auctioneer solicits offers in the form of bids. However, if the auction is
announced to be "without reserve," the auctioneer's request for bids or his statement that an item will
go to the highest bidder will be deemed an offer.
Bargained-For Exchange - Consideration is a bargained-for performance or return promise which
is given by the promisee in exchange for the promisor's promise. Consideration need not be furnished by
or to the parties themselves as long as it is part of the bargained exchange.
Breach of Contract - -Breach of contract is the failure to perform what a party is under a duty to
perform.
-When this happens, the non-breaching party can choose one or more remedies.
-Unless damages would be inadequate a court will award money damages
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