Reading
Review Chapters 3–6 (mutual assent: agreement, offer, termination, acceptance). No new reading.
Time budget
- Floor
- Quiz (0:00–0:25) + item-level debrief (0:25–0:55). The quiz happens. The debrief covers every item with the doctrinal trap explained. ~55 min.
- Target
- Floor + skills assessment (0:55–1:40) at scheduled scope. The deliverable is collected at the end. ~85 min.
- Ceiling
- Target + bridge (1:40–1:50) — wrap and preview of the next module's central problem. Full ~110 min.
By the end of this class, you can
- Administer the Module I-II capstone exercise on mutual assent and surface student misconceptions on offer, acceptance, and the battle of forms.
- Diagnose two recurring formation errors from cold-call performance over Modules I-II and assign targeted review.
This meeting is the Module II Capstone. The Capstone structure block below sets the time blocks for the meeting; the underlying skills assessment lives at the module level and stays the same across years.
Why a capstone here
Module II closes formation. Students have walked through bargain, offer, termination, and acceptance, and need a moment to put the pieces together before the doctrine of consideration (Module III) pulls the focus to what makes a bargain enforceable. The Battle-of-the-Forms skills assessment puts UCC § 2-207 in the students’ hands as a working tool — the formation doctrine’s most common modern application and the issue most likely to appear on the cumulative final.
The synthesis question
One question runs across every case from Lucy through Flender: at what moment does mutual assent crystallize, and what facts mark it? Lucy v. Zehmer fixes assent by the objective standard, not secret intent. Raffles v. Wichelhaus shows assent failing when a latent ambiguity means there was never one bargain. Lefkowitz and Leonard v. PepsiCo draw the offer line, separating a commitment that confers a power of acceptance from an invitation or a joke. Smaligo marks where that power dies by conduct. And Flender and State DOT v. P&W show how the moment of assent is located when the writings do not match — by the mirror-image rule at common law, by UCC § 2-207 for goods. The capstone asks students to place each case on that single timeline and point to the operative fact.
Capstone structure for Mutual Assent
In-class MCQ via Brightspace, about 20–25 items, 25 minutes. Counts 5% toward the semester grade. Students with extended-time accommodations take the same quiz in a separate room; they rejoin the classroom for the skills assessment block once they finish.
Walk through each MCQ. For each: the right answer + why; the strongest wrong answer + why it's wrong; the doctrinal trap the question was testing. The debrief uses the quiz itself as the synthesis text for the module.
A 45-minute supervised drafting, negotiation, redlining, or damages-computation exercise tied to the module's central problem. The exercise runs as part of class participation, not as a discrete graded instrument.
Wrap; preview the next module's central problem; frame the doctrinal pivot. On the final-module Capstone of each semester, the bridge block becomes exam-prep orientation: rubric, time-budget guidance, study method.
Slide deck
Spacebar / arrow keys to advance. Press F for fullscreen. Click Print / PDF for handouts. PPTX export is professor-only.
Cases under review
Consolidating prior coverage. Re-read the holdings; the Capstone quiz draws here.
- Lucy v. Zehmer 196 Va. 493, 84 S.E.2d 516 (1954) The mental assent of the parties is not requisite for the formation of a contract; the law imputes to a person an intention corresponding to the reasonable meaning of his words and acts. A secret joking intent is no defense when a reasonable person would believe the words and conduct manifested a serious bargain.
- Raffles v. Wichelhaus 2 Hurl. & C. 906, 159 Eng. Rep. 375 (Ex. 1864) Where two parties attach materially different meanings to a critical term and neither has reason to know of the other's meaning, no contract is formed for want of mutual assent.
- Lefkowitz v. Great Minneapolis Surplus Store 251 Minn. 188, 86 N.W.2d 689 (1957) An advertisement is an offer when it is clear, definite, and explicit, and leaves nothing open for negotiation. A seller cannot impose new conditions of acceptance after the offer has been accepted by performance.
- Leonard v. Pepsico, Inc. 88 F. Supp. 2d 116 (S.D.N.Y. 1999), aff'd, 210 F.3d 88 (2d Cir. 2000) An advertisement does not constitute an offer where no objective, reasonable person could understand it to be a serious expression of willingness to enter a bargain. Obvious humor, exaggeration, and commercial context can defeat any reasonable inference of an offer.
- Smaligo v. Fireman's Fund Insurance Co. 432 Pa. 133, 247 A.2d 577 (1968) An offer is rejected by conduct inconsistent with acceptance. Demanding arbitration after an offer of settlement amounts to a rejection because it is inconsistent with the conclusion that the offer has been accepted.
- Flender Corp. v. Tippins International, Inc. 830 A.2d 1279 (Pa. Super. Ct. 2003) Under UCC § 2-207, when an offer and acceptance contain conflicting terms on the same subject, both conflicting terms drop out and default rules supply the gap. Forum-selection clauses that disagree are knocked out; jurisdiction is governed by background law.
- State Department of Transportation v. Providence & Worcester Railroad Co. 674 A.2d 1239 (R.I. 1996) An acceptance is not rendered counter-offer by terms that are immaterial or that the offer itself permits. Changes that do not alter the substance of the bargain or impose new burdens on the offeror leave acceptance effective.
Notes
Module I has no in-class capstone; its at-home Brightspace quiz runs in Week 1 or 2. Module II's quiz is the first scored MCQ of the year. See the Capstone structure block below.