Contracts — Comprehensive Outline

I. Formation of Contracts

A. Mutual Assent: Offer The Offer: A manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it (Restatement (Second) § 24).

• Requirements: (1) Serious intent to be bound, (2) Definite and certain terms, (3) Communication to the offeree.
• Objective Theory: Intent is measured by what a reasonable person in the offeree’s position would believe, not the offeror’s subjective intent (Lucy v. Zehmer).
• Definiteness: Under Common Law, must include parties, subject matter, price, and quantity. Under UCC § 2-204, a contract is formed if parties intended to make a contract and there is a reasonably certain basis for a remedy.
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