DOCSLIB.ORG

Rules As to Offer

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Rules As to Offer Offer and Acceptance – Generally: • Person who makes an offer OFFEROR, person to whom the offer is made is called an OFFEREE • An offer = A proposal by one party that is communicated to another person to enter into a LEGALLY BINDING agreement. If the other person accepts a contract is made • The courts distinguish offers from other statements such as mere puffs, invitation to treat and statements supplying information. Rules as to offer: MERE PUFF: • A mere puff is a statement containing exaggerated claims and assertions about products or services that no reasonable person would take seriously. • It has no contractual significance and cannot constitute an offer. It is the common currency of the advertising world. Case Example – Leonard V PepsiCo 88 F Supp 2d 116 (1999) • PepsiCo ran a campaign in which consumers were encourage to collect “Pepsi points” from specially marked packages of Pepsi. • A TV commercial for “Pepsi Stuff” showed a series of products with the Pepsi logo and the number of Pepsi points that were required to purchase the, • In the final scene from the advertisement, a young boy is seen flying a harrier jet fighter. After he parked the jet on the school playground he emerged with a Pepsi in his hands and the words “HARRIER FIGHTER 7,000,000 PEPSI POINTS” appeared on the screen. • After viewing the commercial Leonard submitted a cheque for $700,008.50. • When PepsiCo rejected his order and returned his cheque, Leonard sought specific performance of the unilateral contract that he alleged had been formed when he performed his obligations. • The court decided the advertisement was not “clear, definite and explicit” enough to constitute an offer. • Due to the comical nature of the commercial, a reasonable person would not conclude that PepsiCo was offering a Harrier Jet to anyone. It was a mere puff. Advertisements = INVITATIONS TO TREAT: • Window displays, catalogues, price lists circulars and advertisements are usually invitations to treat and not firm offers by the seller. • In going up to a counter to buy something, you’re making an offer NOT an acceptance. • This law is put in place to protect suppliers as if they run out of a product advertised, they will not be in breach of a contract, as it is not considered an offer, rather an invitation to treat/for offers to be made. They can then subsequently accept or deny the offer. • E.g. If A said “I want to sell my car but I will not let it go for less than $5,000”, that is an invitation to treat. Even if you desired to purchase A’s car for $5,000 he cannot be compelled to sell it to you for he has made no offer which you can accept. However, if A said “I will sell you my car for $5000” that would be an offer. THE EXCEPTION TO THE ABOVE ADVERTISEMENT RULE: Case Example – Carlill V Carbolic Smoke Ball Co [1893] 1 QB 256 • The manufacturers of the “carbolic smoke ball” claimed it would prevent the onset of the influenza and other maladies and offered to pay 100 pounds to any customer who, despite using the ball, contracted influenza. • Mrs Carlill saw the advertisement, bought a smoke ball and used it as direct. She nevertheless contracted the influenza. • When she requested the company pay her the 100 pounds as promised, they refused and she sued the company for breach of contract. • The company denied liability • The case involved a number of issues – the first was whether the advertisement was an offer or a mere puff which no reasonable person would regard as a binding contractual promise. • The court held that the advertisement was more than a mere puff as the Carbolic Smoke Ball Co made a serious offer to the whole world and “deposited 1000 pounds with the Alliance Bank showing our sincerity in the matter” as evidence that it was not engaging in mere puffery • Lindley LJ: “The deposit is called in aid in proof of his sincerity in the matter - that is the sincerity of his promise to pay the 100 pounds in the event which he specified” “In point off law this advertisement is an offer to pay 100 pounds to anybody who will perform these conditions, and the performance of these conditions is the acceptance of the offer” • THIS CASE LAW MUST BE MENTIONED Case Example - Gibson V Manchester City Council [1979] 1 ALL ER 972. • Manchester city council adopted a policy that allowed its housing tenants to purchase their flats • Gibson, a tenant, was sent a letter in which the council said “it may be prepared to sell” him the flat for a particular price and outlining other terms and conditions • “If you would like to make a formal application to buy your council house please complete the enclosed application form and return it” • Gibson completed the form but before formal contracts were signed, the council policy changed and it only proceeded with those contracts that had already been executed. • Gibson argued that the Council’s letter was an offer and his response was an acceptance of that offer. • The council argued that its letter was an invitation to treat, that Gibson’s response was an offer that had not been accepted by the council. • The House Of Lords decided that there was no enforceable agreement. The council’s letter was an invitation to treat, not an offer. • A statement that provides information but does so without indicating that the person intended to make an offer is not an offer. • An advertisement may be regarded as an offer if it is sufficiently definite in its terms (quantity, quality and price) and is communicated in a way that is reasonable person would say that the advertiser intends to enter into a contract if the response from the person receiving the communication is positive. Case Example – Harvey V Facey [1893] AC 552 • Harvey sent a telegram enquiring, “will you sell us Bumper Hall Pen? Telegraph lowest cash price” (a property) • Facey replied “lowest price for Bumper Hall Pen 900 pounds” • To which Harvey replied “we agree to buy Bumper Hall Pen for the sum of 900 pounds asked by you” • When Facey refused to sell, Harvey sued for breach of contract • Harvey argued that Facey’s telegraph reply was an offer to contract and that an agreement to contract was made when Harvey sent his second telegram “agreeing to buy” the property • Held: no contract existed. The third parties telegram (Harvey’s acceptance of Facey’s offer) was in fact, an offer to buy at the price stated. • The second telegram was simply a precise answer to a precise question – the lowest price Facey would except IF he was prepared to sell. (He was just supplying information) • A contract would be made only if Facey accepted the offer from Harvey to buy the property. This he DID NOT DO. • If Facey had replied saying “I am interested in selling. My price is 900 pounds” This communication is more likely to be regarded as an offer because it indicates a willingness by Facey to enter into a contract The Effect of the Australian Consumer Law: • The fact that a statement is a mere puff or an invitation to treat or a mere representation – and not part of a contract – does not mean that the statement cannot constitute misleading or deceptive conduct under S18 of the Australian Consumer Law (Cth) (ACL). I • It is important that parties who are negotiating contracts or advertising goods or services are aware of the broad reach of S18 and other sections of the ACL. • Statements or conduct that may have been excused as mere puffery or as non- binding pre contractual negotiations may now be considered to be misleading conduct. Auction Sales: • In the case of a typical auction sale, the auctioneers call for bids is an invitation to treat. Where a bid is made, it is an offer from the bidder to buy at the price offered. The auctioneer may then either accept or reject the offer on behalf of the principle. • There is no sale until the property is knocked down to a bidder and conversely, the auctioneer may withdraw goods or property from the auction at any before a bid is accepted. • Bid maker = Offer, Auctioneer = Acceptance Case Example – Harris V Nickerson (1872-73) LR 8 QB 268 • The defendant advertised that an auction of certain goods would take place at a stated time and place. • The plaintiff travelled to the auction only to find that items that he was interested in had been withdrawn • He claimed compensation for breach of contract, arguing that the advertisement constituted an offer, and his travelling to the auction, an acceptance by conduct. • The court held that the advertisement was not an offer; it was merely an INVITATION TO TREAT. Online auctions and sales • Auctions conducted online, such as eBay, raise interesting questions about the process of contract formation. So too does internet shopping • In both situations, the traditional contractual formation process can be applied. Case Example – Smythe V Thomas [2007] NSWSC 844 • The seller listed a Wirraway aircraft on eBay with an effective disclosed reserve of $150,000 • Smyth made a bid of $150,000 in accordance with eBay rules and was the highest bidder. Both parties received a notification that Smythe had won the auction • Thomas, however, refused to complete the transaction, arguing that no contract had been made between Smythe and himself. • He argued there were only contracts between eBay and the buyer, and eBay and the seller. • The court decided that the eBay terms and conditions created a framework for the auction in which Thomas and Smythe were willing participants.
Load more

Recommended publications
  • Law 410 CONTRACTS BUCKWOLD
    Law 410 CONTRACTS BUCKWOLD 1 FORMATION: Is there a contract? In order to have a contract, you must have: o Capacity to contract: Note that minors can enforce a contract against adults, but adults cannot enforce against minors. o Consensus ad idem – ie “meeting of the minds”: Parties must be in agreement to the same terms. Offer & acceptance . Certainty as to terms o Consideration: Parties must have exchanged value not necessarily money, but what they deem to be value. 2 types of contract: o Bilateral: promissory offer by X + acceptance by Y entailing a reciprocal promise . E.g. X offers to sell car to Y for $5000 (offer). Y agrees to by the car (acceptance) = Contract! Which includes: Express terms (e.g. price, model, payment, etc.) Implied terms (implied on basis of presumed intention) o Unilateral: promissory offer by X + acceptance by Y through performance of requested act(s) . E.g. X offers to give Y a sandwich if Y dusts X‟s house (offer). Y dusts (acceptance) = Contract! Which includes: Express terms Implied terms (see above) TERMS OF CONTRACT Note: As a general rule, terms of a contract are those expressly established by the offer plus terms that may be implied. (See MJB Enterprises for more on implied terms) Does lack of subjective knowledge of the terms of an offer preclude recognition and enforcement of an unknown term? No. If the terms are readily accessible, then signing the contract (or clicking “I accept”) constitutes agreeing to them. Rudder v. Microsoft Corp Class action lawsuit against Microsoft; Microsoft said
    [Show full text]
  • Offer and Acceptance
    ROLL FOLD... DOUBLE CHECK ADJUSTMENTS FOR ROLL FOLD... 1/16" creep. MAKE ADJUSTMENTS FOR DOT GAIN. diligence period expires, the earnest money should “contingencies” must be performed by the dates are a number of exceptions to this requirement. timeshare in North Carolina from a seller classified by these transactions may be riskier than a conventional be refunded to you. If you terminate after the due specified in the contract or very soon thereafter, Consequently, for application of this law to a particular law as a developer of a timeshare project, you have five purchase, you should consult your attorney before into diligence period, the earnest money is usually depending upon whether the contract states that situation, you should consult your attorney. days to cancel your purchase contract which you can do entering such agreements. forfeited to the seller unless the seller is unable “time is of the essence.” If time is of the essence, and • Lead Paint Disclosure. If you are by mail. If you are a resident of another state, you may • Lease-Purchase. In lease-purchase Questions and Answers on: or unwilling to satisfy the terms of the contract. If you or the seller fail to perform by the stated deadline, purchasing a residential building constructed before also have additional rescission rights under the laws of transactions, you occupy property as a tenant but agree there is any dispute between you and the seller the other party may terminate the contract. If the 1978, federal law requires sellers and their brokers to your home state. The developer must hold all funds to purchase it at a future date.
    [Show full text]
  • Contracts Course
    Contracts A Contract A contract is a legally enforceable agreement between two or more parties with mutual obligations. The remedy at law for breach of contract is "damages" or monetary compensation. In equity, the remedy can be specific performance of the contract or an injunction. Both remedies award the damaged party the "benefit of the bargain" or expectation damages, which are greater than mere reliance damages, as in promissory estoppels. Origin and Scope Contract law is based on the principle expressed in the Latin phrase pacta sunt servanda, which is usually translated "agreements to be kept" but more literally means, "pacts must be kept". Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations, along with tort, unjust enrichment, and restitution. As a means of economic ordering, contract relies on the notion of consensual exchange and has been extensively discussed in broader economic, sociological, and anthropological terms. In American English, the term extends beyond the legal meaning to encompass a broader category of agreements. Such jurisdictions usually retain a high degree of freedom of contract, with parties largely at liberty to set their own terms. This is in contrast to the civil law, which typically applies certain overarching principles to disputes arising out of contract, as in the French Civil Code. However, contract is a form of economic ordering common throughout the world, and different rules apply in jurisdictions applying civil law (derived from Roman law principles), Islamic law, socialist legal systems, and customary or local law. 2014 All Star Training, Inc.
    [Show full text]
  • Offer and Acceptance
    CHAPTER TWO Offer and Acceptance [2:01] In determining whether parties have reached an agreement, the courts have adopted an intellectual framework that analyses transactions in terms of offer and acceptance. For an agreement to have been formed, therefore, it is necessary to show that one party to the transaction has made an offer, which has been accepted by the other party: the offer and acceptance together make up an agreement. The person who makes the offer is known as the offeror; the person to whom the offer is made is known as the offeree. [2:02] It is important not to be taken in by the deceptive familiarity of the words “offer” and “acceptance”. While these are straightforward English words, in the contract context they have acquired additional layers of meaning. The essential elements of a valid offer are: (a) The terms of the offer must be clear, certain and complete; (b) The offer must be communicated to the other party; (c) The offer must be made by written or spoken words, or be inferred by the conduct of the parties; (d) The offer must be intended as such before a contract can arise. What is an offer? Clark gives this definition: “An offer may be defined as a clear and unambiguous statement of the terms upon which the offeror is willing to contract, should the person or persons to whom the offer is directed decide to accept.”1 An further definition arises in the case of Storer v Manchester City Council [1974] 2 All ER 824, the court stated that an offer “…empowers persons to whom it is addressed to create contract by their acceptance.” [2:03] The first point to be noted from Clark’s succinct definition is that an offer must be something that will be converted into a contract once accepted.
    [Show full text]
  • What Is Invitation to Treat?
    Cyber Law: © Dr. Qais Faryadi (F.S.T) www.dr-qais.com WHAT IS INVITATION TO TREAT? Invitation to treat or simply speaking information to bargain means a person inviting others to make an offer in order to create a binding contract. An example of invitation to treat is found in window shop displays and product advertisement. Invitation to treat comes from the Latin phrase invitatio ad offerendum and it means inviting an offer. In another words it is a special expression showing a person’s willingness to negotiate. When a shopkeeper makes an invitation to treat may not accept any offer on his goods as soon as it is accepted by the person who makes an offer. There is a difference between an offer and invitation to treat. When A accepts an offer from B a contract is complete. When B accepts an advertisement in a shop window, he is actually making an offer. It is up to the advertiser to accept or to reject the offer. The issue of invitation to treat was discussed in the case of Fisher v Bell 1 by the English Court of Appeal: “It is perfectly clear that according to the ordinary law of contract the display of an article with a price on it in a shop window is merely an invitation to treat. It is in no sense an offer for sale the acceptance of which constitutes a contract.” As such when a person displays a good on his shop or advertises something in his shop window merely bargaining an offer on it.
    [Show full text]
  • Smashing the Broken Mirror: the Battle of the Forms, UCC 2-207, and Louisiana's Improvements, 53 La
    View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Louisiana State University: DigitalCommons @ LSU Law Center Louisiana Law Review Volume 53 | Number 5 May 1993 Smashing the Broken Mirror: The aB ttle of the Forms, UCC 2-207, and Louisiana's Improvements N. Stephan Kinsella Repository Citation N. Stephan Kinsella, Smashing the Broken Mirror: The Battle of the Forms, UCC 2-207, and Louisiana's Improvements, 53 La. L. Rev. (1993) Available at: https://digitalcommons.law.lsu.edu/lalrev/vol53/iss5/5 This Article is brought to you for free and open access by the Law Reviews and Journals at LSU Law Digital Commons. It has been accepted for inclusion in Louisiana Law Review by an authorized editor of LSU Law Digital Commons. For more information, please contact [email protected]. Smashing the Broken Mirror: The Battle of the Forms, UCC 2-207, and Louisiana's Improvements N. Stephan Kinsella* TABLE OF CONTENTS I. Introduction ........................................................... 1556 II. The Mirror Image Rule and the Last Shot Principle ... 1557 III. Formation of Contracts in Louisiana-Present and Future .................................................................. 1558 IV. UCC Section 2-207 Problems and Civil Code Solutions ............................................................... 1560 A. Where Acceptance is "Expressly Conditional" ..... 1560 1. The Meaning of "Expressly Conditional". ..... 1560 2. Article 2601-Omission of "Expressly"-Ap- parent Disadvantages ................................... 1562 3. Article 2601-Omission of "Expressly"- Advantages ................................................ 1563 B. Expression of Acceptance .................................. 1565 C. Additional and Different Terms as Proposals for M odification .................................................... 1566 D. Additional Terms that "Materially Alter" the C ontract ......................................................... 1567 1. "Different Terms" and Acceptance by Silence 1567 2.
    [Show full text]
  • Beyond Unconscionability: the Case for Using "Knowing Assent" As the Basis for Analyzing Unbargained-For Terms in Standard Form Contracts
    Beyond Unconscionability: The Case for Using "Knowing Assent" as the Basis for Analyzing Unbargained-for Terms in Standard Form Contracts Edith R. Warkentinet I. INTRODUCTION People who sign standard form contracts' rarely read them.2 Coun- sel for one party (or one industry) generally prepare standard form con- tracts for repetitive use in consecutive transactions.3 The party who has t Professor of Law, Western State University College of Law, Fullerton, California. The author thanks Western State for its generous research support, Western State colleague Professor Phil Merkel for his willingness to read this on two different occasions and his terrifically helpful com- ments, Whittier Law School Professor Patricia Leary for her insightful comments, and Professor Andrea Funk for help with early drafts. 1. Friedrich Kessler, in a pioneering work on contracts of adhesion, described the origins of standard form contracts: "The development of large scale enterprise with its mass production and mass distribution made a new type of contract inevitable-the standardized mass contract. A stan- dardized contract, once its contents have been formulated by a business firm, is used in every bar- gain dealing with the same product or service .... " Friedrich Kessler, Contracts of Adhesion- Some Thoughts About Freedom of Contract, 43 COLUM. L. REV. 628, 631-32 (1943). 2. Professor Woodward offers an excellent explanation: Real assent to any given term in a form contract, including a merger clause, depends on how "rational" it is for the non-drafter (consumer and non-consumer alike) to attempt to understand what is in the form. This, in turn, is primarily a function of two observable facts: (1) the complexity and obscurity of the term in question and (2) the size of the un- derlying transaction.
    [Show full text]
  • Is an Advertisement an Offer? Why It Is, and Why It Matters Jay M
    Hastings Law Journal Volume 58 | Issue 1 Article 2 1-2006 Is an Advertisement an Offer? Why It Is, and Why It Matters Jay M. Feinman Stephen R. Brill Follow this and additional works at: https://repository.uchastings.edu/hastings_law_journal Part of the Law Commons Recommended Citation Jay M. Feinman and Stephen R. Brill, Is an Advertisement an Offer? Why It Is, and Why It Matters, 58 Hastings L.J. 61 (2006). Available at: https://repository.uchastings.edu/hastings_law_journal/vol58/iss1/2 This Article is brought to you for free and open access by the Law Journals at UC Hastings Scholarship Repository. It has been accepted for inclusion in Hastings Law Journal by an authorized editor of UC Hastings Scholarship Repository. For more information, please contact [email protected]. Is an Advertisement an Offer? Why It Is, and Why It Matters JAY M. FEINMAN* AND STEPHEN R. BRILL** INTRODUCTION Courts and scholars uniformly recite the contract law rule familiar to all first-year students: An advertisement is not an offer. The courts and scholars are wrong. An advertisement is an offer. This Article explains why the purported rule is not the law, why the actual rule is that an advertisement is an offer, why that rule is correct, and what it tells us about contract law in particular and legal doctrine in general. I. THE TRADITIONAL RULE: AN ADVERTISEMENT Is NOT AN OFFER It is Hornbook law' that an advertisement is not an offer. Williston self-assuredly declared the rule to be an application of the dividing line between preliminary negotiations and offers: Frequently, negotiations for a contract are begun between parties by general expressions of willingness to enter into a bargain upon stated terms and yet the natural construction of the words and conduct of the parties is rather that they are inviting offers, or suggesting the terms of a possible future bargain than making positive offers.
    [Show full text]
  • Important Concepts in Contract
    Munich Personal RePEc Archive Practical concepts in Contract Law Ehsan, zarrokh 14 August 2008 Online at https://mpra.ub.uni-muenchen.de/10077/ MPRA Paper No. 10077, posted 01 Jan 2009 09:21 UTC Practical concepts in Contract Law Author: EHSAN ZARROKH LL.M at university of Tehran E-mail: [email protected] TEL: 00989183395983 URL: http://www.zarrokh2007.20m.com Abstract A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. Contract law is based on the Latin phrase pacta sunt servanda (literally, promises must be kept) [1]. Breach of a contract is recognised by the law and remedies can be provided. Almost everyone makes contracts everyday. Sometimes written contracts are required, e.g., when buying a house [2]. However the vast majority of contracts can be and are made orally, like buying a law text book, or a coffee at a shop. Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations (along with tort, unjust enrichment or restitution). Contractual formation Keywords: contract, important concepts, legal analyse, comparative. The Carbolic Smoke Ball offer, which bankrupted the Co. because it could not fulfill the terms it advertised In common law jurisdictions there are three key elements to the creation of a contract. These are offer and acceptance, consideration and an intention to create legal relations. In civil law systems the concept of consideration is not central. In addition, for some contracts formalities must be complied with under what is sometimes called a statute of frauds.
    [Show full text]
  • Contract Formation
    CONTRACT FORMATION: AGREEMENT: Offer and acceptance framework: Offer and acceptance framework is the classical understanding, contract comes into being when the acceptance communicated to the offeror “magic moment of formation”. This is based on 19th century way of contracting when negotiations were done by written correspondence, in modern times and in everyday life this framework is hard to apply so sometimes departed from (Brambles, MacRobertson- reasonable person test). Acceptance through conduct: E.g. Carlill, although acceptance must generally be communicated the offeror can dispense with the notification. (generally when reward) (CARLILL) AWM shows the inextricable connection between the requirements of offer and acceptance, consideration and intention to create legal relations. MacRobertson shows the difficulty of applying the conventional offer and acceptance framework. Unilateral contracts: One where the offeree accepts the offer by performing his/her side of the bargain. The consideration is completely executed by the doing of the very thing which constitutes the acceptance of the offer (Australian Wollen Mills). By the time the contract is formed the offeree has completed all the obligations under the contract. Unilateral- as at the time of formation only one party remains to perform their obligation, unlike bilateral where both parties have yet not performed the obligations at the time of formation and have only exchanged promises to do so. For a unilateral contract to arise the promise must be made in return for the doing of the act, there must be quid pro quo (Australian Wollen Mills) - Tests: First: whether the offeror has expressly or impliedly requested the doing of the acts by the offeree.
    [Show full text]
  • If Two Are in Agreement
    If Two Are In Agreement Isaac is well-gotten and baized viperously while Jacobinic Erwin craves and jeopardize. Stickit and primal Ruben cockneyfydecimalised: his which blitheness Wilfrid sterilize is governing droopingly, enough? he denationalizesDiffusible Kendal so discriminately.complicates theatrically while Brice always An example of a treaty that does have provisions for further binding agreements is the UN Charter. Each company is free to set its own prices, and it may charge the same price as its competitors as long as the decision was not based on any agreement or coordination with a competitor. He gives some very practical steps we should take. Children generally do better if both parents are significantly involved in their lives. This practice honors Christian martyrs on the traditional day of their death with facts about their life and insights attributed to them meant to edify the faithful. However, affirmative defenses such as duress or unconscionability may enable the signer to avoid the obligation. This prevents automated programs from posting comments. By the working of the Holy Spirit you must be balanced and focused on the things of God so that your communication with one another will be clear, reasonable, specific and pleasing to God. That addition was only possible because Payton had autonomy to sign with any team rather than being tied into the Rockets. However, a spouse may have some claim to an asset based on active increases in value during the marriage. Nominal damages consist of a small cash amount where the court concludes that the defendant is in breach but the plaintiff has suffered no quantifiable pecuniary loss, and may be sought to obtain a legal record of who was at fault.
    [Show full text]
  • Consumer Contracts Q&A: United Arab Emirates
    Consumer contracts Q&A: United Arab Emirates, Practical Law Country Q&A 0-633-7388 Consumer contracts Q&A: United Arab Emirates by Christopher Williams, Ade Mosuro and Shayan Najib, Bracewell LLP Country Q&A | Law stated as at 29-Feb-2020 | United Arab Emirates United Arab Emirates-specific information concerning the key legal and commercial considerations when drafting a consumer contract. This Q&A provides country-specific commentary on Practice note, Consumer contracts: Cross-border overview, and forms part of Cross-border commercial transactions. General contract law framework 1. What are the requirements under national law for a valid contract to exist? The UAE is a civil law jurisdiction. The principal legislation governing contract formation is found in the Federal Law No. 5 of 1985 (Civil Code). Under the Civil Code, the conditions for a contract to be valid are that: • The parties must mutually agree to the basics of the contractual arrangement. • The subject matter of the contract must be something which is possible and defined or capable of being defined and permissible to be dealt in. • The obligations arising out of the contract must be for a lawful purpose. (Article 129, Civil Code.) There must be an offer and acceptance (Article 130, Civil Code). Any acceptance must correspond to the offer. Crucially, if the acceptance exceeds the offer or restricts or otherwise varies it, the “acceptance” is deemed to be a rejection which includes a new offer (Article 140, Civil Code). Technically there is no requirement for the payment of consideration. However, payment of money is regarded as evidence that the contract has become final and irrevocable (Article 148, Civil Code).
    [Show full text]