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Английский язык для юристов. Предпринимательское право - стр. 12

is determined by the offerer's words and actions and by what the offeree believed was intended by those words and actions.

The offerer's words must give the offeree assurance that a binding agreement is intended.

The terms of an offer must be sufficiently clear to remove any doubt about the contractual intentions of the offerer.

The communicated terms of an offer must be sufficiently clear to remove any doubt about the contractual intentions of the offerer. No valid offer will exist when terms are indefinite, inadequate, vague, or confusing.

In general, an offer should include points similar to those covered in a newspaper story – who, what, when, where, and how [much] – if it is to be clear, definite, and certain. In other words, the offer should identify the parties involved in the contract, the goods or services that will be the subject matter of the contract, the price the offerer is willing to pay or receive, and the time required for the performance of the contract.

Sometimes laws permit offers to omit certain information. They can state that even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. For example, cost-plus contracts, output contracts, requirements contracts, and current market price contracts are enforceable even though they are not complete in certain matters. A cost-plus contract does not include a final price. Instead, that price is determined by the cost of labor and materials plus an agreed percentage markup. An output contract is an agreement in which one party consents to sell to the second party all the goods that party makes in a given period of time. A requirements contract is an agreement in which one party agrees to buy all of the goods it needs from the second party. Finally, a current market price contract is an agreement in which prices are determined with reference to the market price of the goods on a specified date.

An offer must be communicated to the offeree to be valid. The communication of the offerer's intentions may be by whatever means is convenient and desirable. It may be communicated orally or by letter, telegram, or any other means capable of transmitting the offerer's proposal. It may also be implied. Acts and conduct of the proposing party are, in many cases, successful in communicating an intention to make an offer to another party witnessing them. When acts and conduct are sufficient to convey an offerer's intentions, an implied offer results.

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