9-Step Guided Lesson · ~10 min
Offer
An outward manifestation of present contractual intent creating a power of acceptance
合約成立的第一個動作。從一張圖、術語、規則句到 IRAC 分析 —— 為合約寫作打下第一塊地基。
Offeror
Manifests intent
Offeree
Definite terms
Power of acceptance
An offer in motion
畫面中發生什麼？要約人對外作出表示，受要約人因此取得「接受權」。
The five roles in action: An offeror communicates an offer to an offeree, with definite terms, creating a power of acceptance.
Seven words you must own
Tap a card to flip it.
One exam-ready rule
An offer is an outward manifestation of present contractual intent, communicated to an identified offeree, with terms sufficiently definite to create a power of acceptance; under the UCC, quantity is the indispensable definiteness floor, and missing terms may be supplied by §§2-305 to 2-310 gap fillers.
Source: Restatement (Second) of Contracts § 24.
Five colored parts — always
Actor 行為人
the offeror
作出表示之人
Act 行為
outward manifestation of present intent
外在、立即受拘束之表示
Object 對象
an identified offeree
確定的受要約人
Standard 標準
terms sufficiently definite
條款須足夠明確
Consequence 後果
power of acceptance created
受要約人取得「接受權」
How U.S. courts teach this
Lucy v. Zehmer
Simplified Holding
The objective theory of contracts governs: a contract is formed by what the parties outwardly manifest, not by their secret intentions. Words and conduct that a reasonable person would take as a serious offer create one, even if the speaker privately meant it as a joke.
Why It Matters Here
An offer turns on the outward appearance to a reasonable person, not the speaker's hidden intent.
Your first analysis
Issue
Did D make an offer when D signed a writing stating, "I hereby offer to sell my farm to P for $50,000"?
Rule
An offer is an outward manifestation of present contractual intent, on definite terms, creating a power of acceptance.
Application
D signed a writing stating he hereby offers to sell his farm to P for $50,000. Because an offer is an outward manifestation of present contractual intent on sufficiently definite terms, the fact that D used the word
,
identified P, specified the farm, and named a price means
.
Conclusion
Therefore, D
.
Application formula: Because [rule], the fact that [legalized fact] means [legal significance]. 公式：Because [規則]，the fact that [事實] means [法律意義]。
One quick multiple-choice check
D sends P an email: "I am thinking about selling my car. I'd want around $5,000. Let me know what you think." Is this an offer?
Lock it in — rebuild the rule
點擊詞塊，按正確順序拼出 rule。
Tap the chips in the right order: