THE AGREEMENT

DI SUSUN OLEH :
1. DIANA ROSEMALYA SYAHPUTRI 2. INTISHAR LINUR RIDWAN
3. MIFTAHUL JANNAH 4. MUCHAERI MEILANA
5. NADYA SALSABILLA 6. TIRAMA SIMANJUNTAK

MATA KULIAH : BAHASA INGGRIS

DOSEN PEMBIMBING : BOLEAN SILALAHI, SE., MM
KELAS : HUKUM PAGI B
A. REQUIREMENTS OF AN OFFER

An Offer expresses the willingness of the offeror to enter into a contractual agreement regarding a
particural subject. It is a promise which is conditional upon an act, a forbearance, or a return
promise that given in exchange for the promise or its performance.

1. Contractual Intention.
To constitute an offer, the offeror must intend to create a legal obligation or must appear to
intend to do so. It is not necessary, however, for the parties to expressly state that they are
making a contract.

(a) Invitations to Negotiate.

The first statement made by one of two persons is not necessarily an offer. In many
instances there may be a preliminary discussion or an invitation by one party to the other to
negotiate or to make an offer.
(b) Statement of Intention.
In some instances a person may make a statement of intention but not intend to be bound
by a contract. For example, when a lease does not expressly allow the tenant to terminate
the lease because of a job transfer, the landlord might state that should the tenant be
required to leave for that reason, the landlord would try to find a new tenant to take over
the lease. This declaration of intention does not give rise to a binding contract, and the
landlord cannot be held liable for breach of contract should the landlord fail to obtain a new
tenant or not even attempt to obtain a new tenant.

(c) Agreement To Make A Contract At A Future Date.

No contract arises when the parties merely agree that at a future date they shall consider
making a contract or shall make a contract on terms to be agreed upon at that time. In such
a case, neither party is under any obligation until the future contract is made. Similarly there
is no contract between the parties if essential term are left open for future negotiation.
Thus, a promise to pay a bonus or compensation to be decided upon after three months of
business operation is not binding.
2. Definiteness.
An offer, and the resulting contract, must be definite and certain. If an offer is indefinite or vague or if
an essential provision is lacking, no contract arises from an attempt to accept it. The reason is that the
courts cannot tell what the parties are to do.
Thus, an offer to conduct a business for such time as should be profitable is too vague to be a valid
offer. The “acceptance” of such an offer does not result in a contract that can be enforced. Likewise, a
promise to give an injured employee “suitable” employment that the employee was “able to do”
is too vague to be a binding contract.

a. Definite By Incorporation.
An offer and the resulting contract which by themselves may appear “too indefinite”
may be made definite by reference to another writing. For example, an agreement to
lease property which was too vague by itself was made definite because the parties
agreed that the lease should follow the standard form with which both were familiar.
An agreement may also be made definite by reference to the prior dealings of the
parties and to trade practices.
(b). Implied Terms.
Although an offer must be definite and certain, not all of its terms need be expressed. Some
of the omitted terms may be implied by law. For example, an offer “to pay 50 for a watch”
does not state the terms of payment. A court, however, would not condemn this provision
as too vague but would hold that it required that cash be paid and that the payment be
made upon delivery of the watch.

(c) Divisible Contracts.

When the agreement consists of two or more parts and calls for corresponding
performances of each part by the parties, the agreement is a divisible contract. Thus, in a
promise to buy several separate articles at different prices at the same time, the agreement
may be regarded as separate or divisible promises for the articles. When a contract contains
a number of provisions or performances to be rendered, the question arises whether the
parties intended merely a group of separate, divisible contracts or whether it was to be a
"package deal" so that complete performance by each party is essential.
(d) Unimportant Vague Details Ignored.
If the term of an agreement which is too vague is not important, it may
sometimes be ignored. If the balance of the agreement is definite, there can then
be a binding contract. For example, where the parties agreed that one of them
would manage a motel which was being constructed for the other and it was
agreed that the contract would begin to run before the completion of the
construction, the management contract did not fail because it did not specify any
date on which it was to commence, as it was apparent that the exact date was
not essential and could not be determined at the time when the contract was
made.
3. Exceptions to Definiteness.
As exceptions to the requirement of definiteness, the law has come to recognize certain
situations where the practical necessity of doing business makes it desirable to have a
"contract," yet the situation is such that it is either impossible or undesirable to adopt definite
terms in advance. In these cases, the indefinite term is often tied to the concept of good faith
performance or to some independent factor that will be definitely ascertainable at some time
in the future, for example, market price, cost to complete, or production requirements. Thus,
the law recognizes binding contracts in the case of a contract to buy all requirements of the
buyer from the seller and the contract of a producer to sell the entire production or output to a
given buyer.
FACTS: Heat Incorporated made an agreement with Griswold, an accountant, by which it
agreed to pay him $200 a month for rendering such accounting services "as he, in sole
discretion, may render." Griswold had done the accounting work of the corporation for the
preceding six years, and it was desired that he should continue to render the services as in the
past. When the corporation refused to pay on the ground that the agreement was so indefinite
that it was not binding, Griswold sued for damages.

DECISION: Judgment for Griswold. The parties to the contract had had six years experience
with the rendering of services by Griswold. It was their intention that suchi pattern of
rendering service should continue in the future. Because of uncertain ties of the future and
possible changes in the law, it was obvious that the parties could not specify in precise detail
the services which were to be rendered. The law should therefore allow them to make a vague
contract if they so desire, and the duty to perform contracts in good faith would be a suficient
protection for the corporation.
 4. Communication of Offer to the Offeree.
The offer must be communicated to the offeree. Until l the offer is made known to the offeree,
the offeree does not know that there is something which can be accepted. Sometimes,
particularly in the case of unilateral contracts, the offeree performs the act called for by the
offeror without knowing of the offer's existence. Thus, without knowing that a reward is
offered for the arrest of a particular criminal, a person may arrest the criminal. In most states, if
that person learns thereafter that a reward has been offered for the arrest, the reward cannot
be recovered.
Not only must the offer be communicated, but it must be communicated by the offeror or at
the offeror's direction.
B. TERMINATION OF OFFER
An offer gives the offeree power to bind the offeror by contract. This power does not last forever,
and the law specifies that under certain circumstances the power ends or is terminated.
Once the offer is terminated, the offeree cannot revive it. If an attempt is made to accept the
offer after it has been terminated, this attempt is meaningless, unless the original offeror is
willing to regard the "late acceptance" as a new offer which the original offeror then accepts.

1. Revocation of the Offer by the Offeror.

Ordinarily the offeror can revoke the offer before it is accepted. If this is done, the offeree
cannot create a contract by accepting the revoked offer. Thus, the bidder at an auction sale
may withdraw (revoke) a bid (offer) before it is accepted. The auctioneer cannot thereafter
accept that bid.
2. Counteroffer by Offeree.
Ordinarily if A makes an offer, such as to sell a used automobile to B for $1,000, and B in reply
makes an offer to buy at $750, the original offer is terminated. B is in effect saying, "I refuse your
original offer, but in its place i make a different offer." Such an offer by the offeree is known as a
counteroffer.

3. Rejection of Offer by Offeree.

If the offeree rejects the offer and communicates this rejection to the offeror, the offer is
terminated, even though the period for which the offeror agreed to keep the offer open has not
yet expired. It may be that the offeror is willing to renew the offer, but unless this is done, there is
no longer any offer for the offeree to accept.

4. Lapse of Time.
When the offer states that it is open until a particular date, the offer terminates on that date if it
has not yet been accepted. this is particularly so where the offeror declares that the offer shall be
void after the expiration of the specified time. Such limitations are strictly construed. For
example, it has been held that the buyer's attempt to exercise an option one day late had no
effect.
5. Death or Disability of Either Party.
If either the offeror or the offeree dies or becomes insane before the offer is accepted, it is
automatically terminated.

6. Subsequent Illegality.
If the performance of the contract becomes ilegal after the offer is made, the offer is termined.
Thus, if an offer is made to sell alcoholic liquors but a law prohibiting such sales is accepted, the
offer is terminated
C. ACCEPTANCE OF OFFER
Once the offeror expresses or appears to express a willingness to enter into a contractual agreement with the
offeree, the latter may accept the offer. An acceptance is the assent of the offeree to the terms of the offer. No
particular form of the words or mode of expression is required, but there must be a clear expression that the
offeree agress to be bound by the terms of the offer.

1. Privilege of Offeree.
Ordinarily the offeree may refuse to accept an offer. If there is no acceptance, by definition there is no
contract. Certain partial exceptions exist to the privilege of the offeree to refuse to acceptan offer.

2. Nature of the Acceptance.

In the absence of a contrary requirement in the offer, an acceptance may be indicated by an informal “O.K”
by a mere affirmative nod of the head, or, in the case of an offer of a unilateral contract, by performing the
act caled for. However, while the acceptance of an offer may be shown by conduct, it must be very clear that
the offeree intended to accept the offer.The acceptance must be absoluted and unconditional. It must accept
just what is offered. If the offeree changes any terms of the offer or adds any new term, there is no
acceptance because the offeree does not agree to what was offered.

3. Who May Accept.

An offer may be accepted only by the person to whom it is directed. If anyone elseattempts to accept it, no
agreement or contract with that person arises. If the offer is directed not to a specified individual but to a
particular class, it large, it may be accepted by any member of the public at large who has knowledge of the
existence of the offer.When a person to whom an offer was not made attempts to accept it, the “acceptance”
has the effect of an offer. If the offeror does not accept the new offer, there is no contract.
4. Acceptance by Mail or Telegraph.
When the offeree sends an acceptance by mail or telegraph, questions may arise as to the right
to use such means of communication and as to the time when the acceptance is effective.

5. Acceptance by Telephone.
Ordinarily acceptance of an offer may be made by telephone unless the circumstances are such
that by the intent of the parties or the law of the state no acceptance can be made or contract
arise in the absence of a writing.

6. Auction Sales.
At an sale the statements made by the auctioneer to draw forth bids are merely invitations to
negotiate. Each bid is an offer, which is not accepted until the auctioneer indicates that a
particular offer or bid accepted. Usually this is done by the fall of the auctioneer’s hammer,
indicating that the highest bid made has been accepted. As a bid is merely an offer, the bidder
may withdraw the bid at any time before it is accepted by the auctioneer.