【正文】 2310. Open Time for Payment…Ship[ping] under Reservation [Payment due at time and place of receipt, buyer may inspect goods] Sun Printing v. Remington Paper (. 1923) Facts: Sun agreed to buy paper from Remington over 16 month period with price term left open for last 12 months。 2309. Absence of Specific Time Provisions。 (2) Each party should use best efforts to satisfy bargain in exclusive agreements]. 167。 2305. Open Price Term [Price can be left open – should be fixed reasonably] 167。 2204. Formation in General (3) 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 basis for an appropriate remedy. [Cf. 167。 Effect of Performance or Reliance (1) The terms of a contract may be reasonably certain even though it empowers one or both parties to make a selection of terms in the course of performance. (2) Part performance under an agreement may remove uncertainty and establish that a contract enforceable as a bargain has been formed. (3) Action in reliance on an agreement may make a contractual remedy appropriate even though uncertainty is removed. Restatement (Second) 167。 4. Trade Usage Raffles v. Wichelhaus (. 1864) Facts: Wichelhaus, a cotton speculator, contracted with Raffles to buy cotton arriving on Peerless. W meant one leaving in Oct., R shipped on one leaving in Dec. W refused to buy. Law: Two ships Peerless – ambiguity means there is no meeting of the minds. Oswald v. Allen (2d Cir. 1969) Facts: Oswald wanted to buy all Swiss coins from Allen, including those in her Rare Coin Collection. Allen thought only coins in Swiss Coin Collection. Law: No meeting on the minds, so no contract. No sensible way to choose between two different interpretations. Weinberg v. Edelstein (. 1952) Facts: Weinberg had restrictive covenant which meant only he could sell dresses in the building. Edelstein tried to sell two piece business suits. Law: Should use trade usage of the word dress, which does not include business suits. Frigaliment v. . Int’l Sales Corp. (. 1960) Facts: BNS shipped chickens to Frig including stewing chickens. Frig only wanted broilers and fryers and said that’s what the contract called for when said “chicken.” Law: BNS’s view coincided with AN objectively reasonable meaning of the word in the trade. Frig has to show broilers and fryers is the ONLY objective meaning of the word. Note: Frig had the burden – if . was suing, then its claim would have failed too since Frig’s meaning was also reasonable in the trade and the burden would be on . 13 of 50 2. Filling Gaps Restmt. (Second) 167。 2. Course of Performance。 202. Rule in Aid of Interpretation [Use whole weight of words, including context and in light of all circumstances. Generally prevailing meaning used, but use technical definitions and trade usage where appropriate. Use course of performance and course of dealing. Any term accepted without objection should be given greater weight]. Restatement (Second) 167。 201(2). No – go to 3 3. Can objective meaning be determined? Yes – use whichever party’s subjective meaning matches objective meaning. No – no agreement, only seemed to be mutual assent. 12 of 50 Restatement (Second) 167。 200. Interpretation of a Promise or Agreement Interpretation of a promise/agreement/term thereof is the ascertainment of its meaning. General Approach 1. Did parties (subjectively) attach same meaning to term at time of contract? Yes – There is an agreement, use same meanings. 167。 69. Acceptance by Silence (1) Silence acceptance is OK in following cases only: [a), offeree takes benefit of services (for which pensation expected) with reasonable time to reject, b) offeror indicates acceptance by silence is ok, c) previous dealings indicate so]. Hobbs v. Massasoit Whip Co. (Mass. 1893) Facts: Hobbs had in past sent eel skins to MWC, and MWC had accepted and paid Hobbs. Hobbs sent MWC batch, MWC did nothing except to destroy them months later. Law: MWC did accept Hobbs’ offer by doing nothing since conduct imported acceptance based on previous dealings, even if state of mind did not. Restmt. 167。100 to anyone who used their smoke ball and got the flu. Carlill did, demanded her 163。 2206(1)(a), above] Restatement (Second) 167。 45. Option Contracted Created by Part Performance [option contract starts when performance begins – duty to plete is created, but conditional on pletion of performance] Restatement (Second) 167。 66. Acceptance Must be Properly Dispatched [Must be properly addressed and reasonably ensure safe transmission]. c) Acceptance by Performance (Unilateral Contracts) Restatement (Second) 167。 64. Acceptance by Telephone or Teletype [same as in person]. Restatement (Second) 167。 61. Acceptance which Requires Change of Terms [Acceptance with change of terms not invalid unless terms are conditional]. b) Acceptance by Mail Restatement (Second) 167。 2205. Firm Offers [Not revocable for lack of consideration, but can lapse after a reasonable time (should never be LONGER than 3 months)] 2. Acceptance Restmt (2d) 167。 43. Indirect Communication of Revocation An offeree’s power of acceptance is terminated when the offeror takes definitive action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect. Dickinson v. Dodds (. 1876) Facts: Wed –Dodds offered to sell house to Dickinson. Thurs – Dodds sold to Allan (then Dodds found out). Fri – Dickinson tried to accept offer and was refused. Law: Before acceptance, parties free to change – if offer revoked, then there is no meeting of minds at time of supposed acceptance. Dickinson knew offer was revoked because Dodds s