- Which statement is most accurate?
Answer: A contract was formed on June 3, when Buyer mailed the acceptance, so Seller's later revocation was ineffective.
Whenever an offer contemplates a mail response—as Seller did by asking Buyer to "respond by return mail"—you are in mailbox-rule territory. The key distinction is that an acceptance by an authorized means is effective on dispatch, while a revocation is effective only on receipt. Here Buyer received the offer on June 2 and mailed an acceptance on June 3. Because mail was the authorized medium, Buyer's acceptance created a contract on June 3. When Seller mailed a revocation on June 4, there was no offer left to revoke; Seller's later receipt of the acceptance was irrelevant, and Buyer's receipt of the revocation on June 5 came too late. Thus, a contract was formed on June 3, and Seller's later revocation was ineffective.
The suggestion that no contract was formed because Seller revoked before receiving Buyer's acceptance confuses thee receipt-based rule for revocations withthe dispatch-based rule for acceptances. Similarly, the claim that no contract formed because Buyer's acceptance was not received before Seller mailed the revocation treats both communications as effective on receipt/ dispatch in the wrong direction; acceptance had already become effective upon mailing. The "crossed in the mail and treated as contemporaneous" theory is simply not a rule—there is no doctrine that nullifies an acceptance merely because a revocation was also circulating; once the acceptance is dispatched, the offer is gone. Remember the timeline: mark when the offeree dispatches acceptance and when the offeree receives any revocation. If acceptance dispatch comes first, the contract exists.
- Is Green liable to the roofing company?
Answer: Yes, because Green's knowing acceptance of the roofing services with an opportunity to reject them manifested assent to pay their reasonable value.
Whenever you see a dispute about paying for unrequested work, separate implied-in-fact contracts (assent shown by conduct), quasi-contracts (recovery without assent, to prevent unjust enrichment), and silence as acceptance. Here, Green watched a roofing crew begin stripping his roof, said nothing, went inside, and let them finish. That is not mere passive silence: a contract implied in fact arises when a person knowingly accepts services with a reasonable opportunity to reject them, knowing they are not gratuitous. Green accepted the benefit, never objected, and did not treat the work as a gift, so he is liable for the reasonable value of the roofing services.
The "no" choices overlook this conduct. "Silence alone cannot create a contract" is true, but silence plus affirmative acceptance of a known benefit is enough; and an "unsolicited volunteer" generally cannot force payment, but that defense fails when the recipient knowingly accepts the benefit with a chance to reject. The "only quasi-contract" choice is also wrong: quasi-contract liability is imposed without any mutual assent, whereas here assent can be inferred from Green's conduct—an implied-in-fact contract, not merely a restitution remedy.
Tip: on bar questions, if the recipient knew about the services, could have refused them, and accepted the benefit anyway, the law will imply a promise to pay.
- Did Ray and Otis form a contract?
Answer: Yes, because assent is judged by Otis's outward words and conduct, not his secret intent.
Mutual assent is judged objectively, by what a party's words and conduct would lead a reasonable person in the other party's position to believe, not by the party's undisclosed intent. Otis negotiated price, title, and closing for 40 minutes, wrote and signed a specific agreement, and accepted $10 to bind it. A reasonable person in Ray's position would believe Otis was serious, so a contract was formed despite Otis's secret intent to joke. The meeting-of-the-minds answer applies a subjective test that modern contract law rejects. The drinking answer would require intoxication severe enough to prevent understanding, and Otis was not impaired. The receipt answer confuses the form of the writing with its sufficiency; a signed memorandum stating the essential terms can satisfy the statute of frauds whatever paper it is written on.
- Did Sunrise accept Coastal's March order?
Answer: Yes, because past dealings made Sunrise's silence an acceptance.
Silence is ordinarily not acceptance, but it is when previous dealings make it reasonable that the offeree should notify the offeror if it does not intend to accept. For three years, Sunrise either shipped within ten days or gave notice within five days that it could not fill an order. Coastal reasonably understood silence as assent, so Sunrise's failure to respond was an acceptance, and its failure to ship was a breach. The general-rule answer ignores the previous-dealings exception. The shipment answer overlooks that the course of dealing made silence an acceptable means of acceptance in addition to shipment. The reliance answer confuses the rules: reliance by an offeree can make an offer irrevocable, but the question is whether Sunrise accepted, and it did through silence, not because of Coastal's reliance.
- Is B entitled to the reward?
Answer: No, because B did not know of the reward when he supplied the information, so he never accepted the offer.
Whenever you see a reward offer, you are dealing with a unilateral contract. The key is not just performance, but knowledge of the offer. To accept a unilateral offer, the offeree must know it exists at the time of performance. Here, B gave the police information before ever seeing the ad. Without knowledge of the reward, B had no intent to accept the offer—an offer creates a power of acceptance, but that power is only exercised when the offeree acts in response to it. Since B was unaware, he never accepted, and no contract formed. The correct answer is no, because B did not know of the reward when he supplied the information.
Now, look at the wrong answers. The choice saying "Yes, because the reward offer invited acceptance by performance and B performed the requested act" is a classic trap: it correctly identifies this as a unilateral contract, but it omits the critical requirement of knowledge. Similarly, the choice saying "Yes, because the newspaper advertisement made the reward a public offer that any person could accept" is also a trap—a public offer is open to anyone, but the offeree still must be aware of it to accept. Finally, the choice saying "No, because B acted from a civic motive rather than in response to the reward" points to the wrong reason. Motive is irrelevant; if B had known about the reward and still acted for civic reasons, he would be entitled to it. The failure is lack of knowledge, not lack of purity of motive.
For your exam, remember: when a reward is involved, check for knowledge first. If the offeree didn't know about the reward, there's no acceptance, regardless of whether they performed the exact act requested.
- Did Ana's May 5 acceptance form a contract?
Answer: No, because Sela sold the painting to Carl, and Ana learned of the sale from a reliable source before she accepted.
An offer can be revoked indirectly when the offeror takes definite action inconsistent with making the contract and the offeree learns of it from a reliable source. Selling and delivering the painting to Carl was such an action, and Ana learned of it from someone who had processed the sale, a reliable source. Her power of acceptance ended on May 4, so her acceptance the next day was too late. The answer requiring personal notice from the offeror misses the indirect-revocation rule. The answer relying on the one-week promise overlooks that the promise was unsupported by consideration, so the offer remained revocable. The answer treating the sale itself as ending the offer reaches the right result for the wrong reason; had Ana not learned of the sale, her acceptance would have formed a contract, and Sela would have been in breach.
- Did Torres effectively exercise the option?
Answer: No, because an acceptance under an option contract is effective only on receipt, and Mill Supply received it after the deadline.
The mailbox rule protects an offeree who cannot know whether the offeror has revoked. An optionee needs no such protection, because the offer is irrevocable during the option period, so an acceptance under an option is effective only on receipt. The notice reached Mill Supply on July 2, after the deadline, so the option was not exercised. The dispatch answer applies the general mailbox rule without its exception for options. The postal-delay answer assigns the risk of delay to the optionor, but the rule places it on the optionee, who had to ensure the notice arrived in time. The reasonable-time answer substitutes a flexible standard for the stated deadline; an option must be exercised within its terms.
- Did Beth's June 12 acceptance form a contract?
Answer: No, because Ollie revoked before Beth accepted, and his promise to hold the offer open lacked consideration.
An offer may be revoked at any time before acceptance, even if it says it will stay open, unless the offeror received consideration for that promise or another rule makes it irrevocable. Beth gave nothing for the promise, and the firm-offer rule for merchants applies only to sales of goods, not land. Ollie's telephone call on June 10 told Beth he no longer intended to sell, which ended her power of acceptance, so her June 12 acceptance came too late. The answer treating the stated period as binding ignores the consideration requirement. The writing answer invents a rule; revocation is effective when communicated, by any means. The signed-offer answer borrows the merchant firm-offer rule, which covers goods and requires a merchant, from a context in which it does not apply.
- Is Alba entitled to enforce a contract for the sale of the lot?
Answer: No, because Owen's death terminated Alba's power of acceptance before she mailed the acceptance, even though she lacked notice.
Whenever you see an offer that says it will remain open for a set period, first ask: is there an option contract? A promise to keep an offer open is only binding if supported by consideration. Here, Owen's signed offer to sell the lot for $200,000, "open until April 1," was not an option because Alba gave no consideration to keep it open. Therefore, it was a revocable offer, and under common law, the offeror's death terminates the offeree's power of acceptance automatically—even if the offeree has no notice. Because Owen died on March 5, Alba's power of acceptance ended before she mailed her acceptance on March 6. So the correct result is no: Owen's death terminated the power of acceptance, despite Alba's ignorance.
The choice that says "yes, because her acceptance was effective when mailed, before she had notice" misses the point—the mailbox rule makes acceptance effective on dispatch, but only if the power of acceptance still exists at dispatch. The choice that says "yes, because the offer expressly remained open until April 1" confuses a gratuitous promise with an option; death terminates non-option offers regardless of the stated expiration. The choice that says "no, because an acceptance to sell land is not effective until received" is wrong because the mailbox rule applies to land contracts too; that isn't the reason. The correct answer is the one recognizing that death terminated the offer before acceptance, even without notice.
Study tip: On the bar exam, any time death or incapacity is mentioned, immediately check whether the offeree gave consideration for an option. If no consideration, the offer dies with the offeror.
- Is Frieda entitled to the reward?
Answer: Yes, because she knew of the offer and performed the requested act, and her motive in performing is irrelevant.
Whenever you see a reward offer, remember it's a unilateral contract: the offeror promises to pay upon the offeree's completion of a specified act. The key is that acceptance occurs by performance, not by a promise to perform. Here, Frieda knew of the $5,000 offer, and she supplied the driver's name and address—the exact information requested—leading to arrest and conviction. Her subjective motive—whether moral duty or desire for reward—is irrelevant to contract formation; only her objective conduct matters. Because she had knowledge of the offer (a required element for unilateral acceptance) and performed the requested act, she accepted and is entitled to the reward.
The choice saying she is entitled "even if unaware of the reward" is wrong: a reward offer cannot be accepted without knowledge of it; you can't accept an offer you don't know exists. The choice saying she needed to communicate an intention to accept before supplying information is also wrong—unilateral contracts are accepted by performance, and communication of intent is not required (unless the offer demands it). Finally, the choice saying she is not entitled because she acted from moral duty rather than to accept the offer flips the rule: motive is irrelevant, so this is the classic trap of confusing subjective intent with objective acceptance.
Strategy tip: On reward questions, ask two things: (1) Did the person know of the offer? (2) Did they perform the requested act? If both are yes, motive never matters. Watch for the "unaware" distractor—that tests the knowledge requirement, not motive.
- Is the estate bound to sell the tractor to Ben?
Answer: No, because Ray's death terminated the revocable offer, even though Ben did not know of the death when he accepted.
The death or incapacity of the offeror terminates the offeree's power to accept a revocable offer, even if the offeree does not know of the death. Ray's offer was revocable because Ben gave nothing for it, so it ended when Ray died on April 5. Ben's April 6 acceptance could not form a contract. The notice answer applies the rule for revocation, which requires that the offeree learn of it, to death, which does not. The mailbox answer would make the acceptance effective on April 6, but by then there was no offer to accept. The answer treating death as ending every offer, including paid options, reaches the right result for the wrong reason; an option contract supported by consideration survives the offeror's death and can be exercised against the estate.
- Which of the following is the most accurate statement about whether Buyer and Seller have a contract and whether the arbitration term is part of it?
Answer: A contract exists, but the arbitration term is not part of it; the terms are those on which the writings agreed plus UCC gap-fillers.
Whenever you see a sale-of-goods exchange with an acceptance that adds new terms, think UCC 2-207 battle of the forms. Seller's acknowledgment added arbitration and made it a condition, saying Buyer must "notify us at once" if he did not assent. That made the acknowledgment expressly conditional, so it did not operate as a plain acceptance under 2-207(1); it was effectively a counteroffer. But Buyer then accepted delivery and paid, so the parties' conduct recognizes a contract under 2-207(3). That contract consists only of the terms the writings agreed on—1,000 gallons at $5 per gallon—plus UCC gap-fillers. The arbitration term was never agreed to, so it is not part of the contract.
The "no contract exists" choice is tempting because Buyer never expressly assented to the counteroffer, but it ignores 2-207(3): conduct can create a contract even without a written assent. The choice saying Buyer's acceptance of the goods manifested assent to the arbitration counteroffer is wrong because taking delivery and paying does not mean Buyer agreed to hidden boilerplate. The choice saying the arbitration term is included because Seller's acknowledgment was a definite expression of acceptance and Buyer did not object also fails: the acknowledgment was expressly conditional, not a final acceptance, and silence did not assent to arbitration.
On the exam, separate two questions: Is there a contract? And what are its terms? UCC 2-207 often says yes to the first but no to unagreed added terms.
- Was a contract formed between O and B?
Answer: Yes, because B accepted O's offer and merely asked whether O would consider a different closing date.
Whenever you see a question about acceptance and the mirror image rule, your first task is to separate a true counteroffer from a mere inquiry. A counteroffer rejects the original offer and proposes new terms, whereas a mere inquiry is just a question or a suggestion that does not interfere with an otherwise clear acceptance.
Here, B's email begins with the unmistakable statement, "I accept your offer." That is an unequivocal, unconditional acceptance of O's terms—price and property—which immediately forms a contract. The follow-up sentence, "Would you consider moving the closing to July 1?" is not a condition or a demand; it's a request for a modification after acceptance. Because B's acceptance was not made conditional on O's agreement, the contract exists on O's original terms, with a June 1 closing. O's silence on B's request means the request simply fails; the original terms stand.
Now examine the wrong answers. The first claims the reply was a counteroffer because it proposed a different closing date. That is the classic trap—a counteroffer must be a definite, material change that rejects the original offer, not a polite inquiry. The second claims acceptance was conditioned on O's agreement to July 1. That misreads the language: "Would you consider" is not the same as "I accept only if." The third answer gets the contract right but for the wrong reason—it says O's silence accepted the July 1 date. Silence generally does not constitute acceptance, and even if it did, that would just modify the contract, not create it.
For the exam, always look for magic words: "I accept" creates a contract unless the acceptance is expressly conditional (e.g., "I accept if..."). A request for a different term is just a suggestion, not a rejection.
- Did Ben's exercise of the option form a contract?
Answer: Yes, because the signed writing recited consideration and proposed a fair exchange within a reasonable time, so it was an irrevocable option.
Under the rule, an option is binding if it is a signed writing that recites a purported consideration and proposes a fair exchange within a reasonable time, whether or not the recited consideration was actually paid. Owen signed the document, it recited $10, and it offered the land at its appraised value for 60 days. The option was irrevocable, Owen's attempted revocation was ineffective, and Ben's exercise formed a contract. The answer relying on nonpayment applies the ordinary consideration analysis and ignores the rule, which turns on the recital. The inadequacy answer misunderstands both the rule and consideration doctrine generally; courts do not weigh the adequacy of consideration, and here the recital alone suffices. The answer making every written offer with a stated period irrevocable reaches the right result for the wrong reason, since a written promise to keep an offer open is generally revocable without consideration.
- Does Volt's limitation of remedies govern Arden's claim?
Answer: No, because the contract was formed by conduct, so its terms are the agreed terms plus the code's default rules.
Because Volt made its acceptance expressly conditional on Arden's assent to Volt's terms, and Arden never assented, the writings did not form a contract. But both parties performed, Volt by shipping and Arden by paying, which recognized a contract under subsection (3). In that event the terms are those on which the writings agree plus the code's gap-fillers. The writings did not agree on remedies, so the code's default, allowing consequential damages, applies, and Volt's limitation is not part of the contract. The last-shot answer applies the common-law approach that subsection (3) replaces. The no-contract answer stops at the writings and ignores the conduct that established a contract. The first-shot answer gives the buyer's form priority, but under subsection (3) neither party's unmatched terms control; only agreed terms and gap-fillers do.
- Did Bree's Thursday acceptance form a contract?
Answer: Yes, because Bree's Tuesday message was an inquiry, not a counteroffer, so the offer remained open.
A counteroffer ordinarily terminates the offeree's power to accept the original offer. But an inquiry about whether the offeror would consider different terms, especially one that states the offeree is still considering the original offer, is not a counteroffer and does not end the power of acceptance. Bree asked whether Seth would consider $11,000 and said she was still thinking about his offer. Seth's "No" declined her suggestion without revoking his offer. Her Thursday acceptance formed a contract. The counteroffer answer ignores Bree's express statement that she was still considering the original offer. The revocation answer misreads Seth's reply, which restated his price rather than withdrawing his offer. The answer relying on the promise to keep the offer open reaches the right result for the wrong reason; that promise was unsupported by consideration and did not bind Seth, and the offer remained open only because he had not revoked it.
- Did Delta's acceptance form a contract?
Answer: No, because the offer was irrevocable for only three months, so Ironworks could revoke it at four months, before Delta accepted.
A merchant's signed firm offer for goods is irrevocable without consideration for the time stated, but never for more than three months. Ironworks's letter qualified, so it could not be revoked for three months. The six-month term could not extend irrevocability beyond that, and after three months the offer became an ordinary revocable offer. Ironworks revoked at four months, before Delta accepted, so no contract formed. The full-period answer ignores the three-month cap. The answer treating firm offers as revocable at any time ignores the rule, which makes such offers irrevocable during the permitted period without consideration. The reliance answer adds facts not in the record; nothing shows that Delta changed its position in reliance on the offer, and its status as a merchant does not extend the period.
- Is B obligated to pay A?
Answer: Yes, because B's conduct in nodding and directing A to the kitchen objectively manifested assent to A's offered terms.
When you see a contract question with an offer and a response, focus on objective manifestation of assent—not on the person's unspoken thoughts. Contract formation can happen through words, writing, or conduct. The key question is whether a reasonable person would understand B's behavior as agreeing to A's terms.
Here, A made a definite offer: repair the leak for $150. B did not say, "No," nor did he say, "Yes"; instead, he nodded and pointed A to the kitchen. A reasonable person would read that conduct as an invitation to proceed on the stated terms—an acceptance by conduct. An implied-in-fact contract arose, so B must pay the promised $150.
The first wrong answer—"never expressly accepted in words or in writing"—mistakenly demands a formal expression; but acceptance need not be verbal or written, and conduct can suffice. The third wrong answer—"B did not request A's services and A was a volunteer"—fails because B's nod and direction were a manifestation of consent; A was not officiously interfering but acting in response to B's indicated welcome. The fourth wrong answer—"B's silence after A stated the price was an acceptance"—misuses the doctrine of silence; silence alone usually does not constitute acceptance, and there is no need to rely on it here because B did something more: he nodded and directed A.
Study tip: on the bar exam, whenever acceptance is disputed, ask whether a reasonable person would view the offeree's words or conduct as assent. If yes, a contract exists regardless of subjective intent or lack of formal words.
- Which of the following is the most accurate statement about the parties' rights?
Answer: Beginning performance created an option contract, so Owner's revocation was ineffective; Builder cannot recover damages for Owner's failure to pay unless and until he completes the garage in accordance with the offer.
Whenever you see an offer phrased as "if you do X, I will pay Y," you are dealing with a unilateral contract, accepted only by complete performance. The critical nuance here is the doctrine of part performance. Under Restatement § 45, Builder's excavation is not acceptance, but it does create an option contract. That means Owner's August 2 letter is ineffective—he cannot revoke once performance has begun. However, Builder's right to the $80,000 is strictly conditional on completing the garage. Because he stopped work, he has not fulfilled that condition, and he cannot sue for damages for Owner's "failure to pay," since payment simply isn't due yet.
Now consider the traps. The choice claiming that "beginning performance formed a bilateral contract immediately" is wrong because there was no mutual exchange of promises—Builder made no promise, he merely acted. The choice stating Owner "could revoke at any time before completion" because excavation was mere preparation is also wrong: buying materials might be preparation, but excavating the foundation is part performance, which triggers the option contract. Finally, the choice asserting Builder's failure to notify Owner left the offer revocable is incorrect—the option contract arises from the act itself, not from giving notice.
On exam day, remember this pattern: part performance of a unilateral offer creates an option contract, but the offeree must still finish the job to collect the reward. Preparation gives no rights; actual performance does.
- Is Furnish liable for breach of contract?
Answer: No, because a shipment sent as an accommodation with notice is a counteroffer, not an acceptance.
Ordinarily, shipping non-conforming goods in response to an order both accepts the order and breaches the contract. The exception applies when the seller seasonably notifies the buyer that the shipment is offered only as an accommodation. Then the shipment is a counteroffer, not an acceptance. Furnish's note, included with the shipment, told Lakeside that the red chairs were an accommodation. No contract was formed on Lakeside's order, Lakeside was free to reject the counteroffer, and Furnish is not liable. The acceptance-and-breach answer states the general rule and ignores the accommodation exception. The answer finding a contract for the red chairs on receipt misunderstands the counteroffer; receiving goods is not accepting an offer, and Lakeside rejected them. The prior-notice answer adds a requirement the rule does not contain; notice included with the shipment is seasonable.
