K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* I. The Bargaining Process A. The Nature of Assent 1. Two Types of Assent a. Objective Assent – a contract is an obligation attached by the mere force of law to certain acts of the parties, usually words, which ordinarily accompany and represent a known intent. b. Subjective Assent – conduct implies intent to make a contract; action/inaction is taken without the accompanying verbal confirmation or signal that you intend to make a contract.
2. Cases
a. Lucy v. Zehmer – π makes offer to buy land. Δ thinks offer made in jest (they were drinking). Δ writes memo, signs it as does his wife and π takes it, offering $5 to bind contract. a1. Rule : look to the outward expression of a person as manifesting intent rather than his secret & unexpressed intent; if words and acts, judged by reasonable standard, manifest intent to be bound, unexpressed state of mind is immaterial. a2. Holding : For π, (Specific Performance – honor your promise to do what you said you would do) b. Channel Home Centers v. Grossman – Δ approaches π about leasing space in a mall. Π enters into letter of intent at Δ request. L of I states that space must be withdrawn from rental market. Δ entertains other offer after miscommunication with π over future use of space. Δ terminates offer to π, has a better offer. b1. Rule : Contract = bargain (consideration) + mutual assent + definiteness. [all three are present here] b2. Holding : for π, case remanded to determine what a reasonable time limit is for letter of intent. 3. Process for Administering Mutual Assent
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* a. Def – manifestation of an intent to be bound by contract; a state of legal relationship between the two parties; don’t need to intend legal consequences; not necessarily offer and acceptance b. How do they Determine Whether there is Mutual Assent? b1. Objective Theory of Contracts – Reasonable Person c. Bargain = Offer and Acceptance c1. Offer – one part manifests an intent to be bound, creating a reasonable expectation that another party has for fulfillment of the contract pending acceptance. c2. Acceptance – an expression of will or intent; an act that leads the offeree reasonably to believe that a power to create a contract is conferred upon him. d. Guides that an Offer has been Made d1. d2. d3. d4. Definiteness of the Offeree Definiteness of the Terms Facts and Circumstances Surrounding Transaction Words Used
e. Guides an Offer has not been Made (Presumption against Mutual Assent because a Reasonable Person would not Believe it to be Binding) e1. Drunkenness or Insanity e2. Professional Assurances (Doctor), Social Relationships (Backing out of a dinner party), Close Family Relationships e3. Lack of Specific Words or Indefiniteness e4. Preliminary Negotiations f. Signs of Preliminary Inquiries f1. Advertisements f2. Estimates f3. Quotations g. Things Court will Consider Regarding Mutual Assent g1. Partial Performance g2. Material Terms g3. Industry Practice
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages*
B. The Offer
1. Def - one part manifests an intent to be bound, creating a reasonable expectation that another party has for fulfillment of the contract pending acceptance. 2. Cases a. Owen v. Tunison – π offers $6,000 to buy lot and block. Δ writes back saying due to improvements “it would not be possible for [him] to sell it unless [he] was to receive $16,000.” π accepts. a1. Rule : an offer is an act whereby one person confers upon another the power to create contractual relations btwn them. a2. Holding : for Δ, Δ shows no intent to be bound and the language is too general. b. Harvey v. Facey – π telegraphs Δ, asks 1) will you sell and 2) what’s the lowest cash price you will accept? Δ answers only #2, saying 900 pounds. b1. Rule: an offer is an act whereby one person confers upon another the power to create contractual relations btwn them. b2. Holding : for Δ, no concluded contract; π cannot take an implied answer of yes to the first question. c. Southworth v. Oliver – π maintains Δ made an offer to sell land, permits. Δ claims he was soliciting offers from neighbors and had no intent to be bound by quotation he mailed out. c1. Rule : any conduct of one party, from which the other may reasonably draw the inference of a promise, and is effective in law as such. Consider : 1) Facts and Circumstances surrounding situation 2) definiteness of words 3) definiteness of addressees 4) definiteness of proposal c2. Holding : for π, specific performance. Once π got the money in order and Δ found out the value, agreement to buy/sell was in place. Quotation had definiteness (of terms, of price & of group). Δ sought out π.
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* d. Fairmount Glass Works v. Crunden Martin Woodware Co. – Δ asks for lowest price on order of 10 car loads, place of delivery and requests π to state terms. Π replies with quotation which explicitly says “for immediate acceptance.” Δ enters order for 10 loads per π quotation. Π says it cannot fill order. d1. Rule: Consider 1) Facts and Circumstances surrounding situation 2) Definiteness of Words 3) Definiteness of Addressees 4) Definiteness of proposal (terms, conditions). d2. Holding : for Δ, a reasonable person would construe π’s so-called quotation as an offer. Moreover, π’s letter said for “immediate acceptance,” which indicates an intent to be bound. Offer to sell different sizes at different prices gave the purchaser the right to name quantity of each size. Π’s letter also gave Δ time to fix delivery at any time prior to date π set. e. Lefkowitz v. Great Minneapolis Surplus Store – π first to arrive at store but Δ refuses to sell due to “house rule” that offer was for women only. e1. General Rule : an advertisement is not an offer but rather an invitation by seller to the buyer to make an offer to purchase. However, where facts show that some performance was promised in positive terms in return for something requested and the offer is clear, definite, explicit, and leaves nothing open for negotiation, it constitutes an offer. e2. Holding : for π. Court believes offer was clear, definite, explicit, and left nothing open for negotiations. Advertiser has the right at any time prior to acceptance to modify his offer, but he does not have the right, after acceptance to impose new or arbitrary conditions not contained in published offer. 3. Special Rules a. Auctions a1. special U.C.C. codes apply (Uniform Commercial Codes) a2. general rule : auction is deemed to be with reserve unless expressly stated otherwise (bids are offers); if without reserve, offeror is bound not to withdraw after a bid is made (bidder however is not similarly bound) AND offeror must accept the highest bid offered
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages*
C. The Acceptance
1. Def – a voluntary act of the offeree whereby he exercises the power conferred upon him by the offeror, and thereby creates the set of legal relations called a contract. Either words or conduct are sufficient . Once set of legal relations has been established, the offeror is no longer free to change its mind and withdraw from the relationship without incurring liability.
2. 3 Elements of Effective Acceptance
a. must manifest own intent to be bound (part of mutual assent) b. must manifest intent to be bound to terms of the offer c. assent must be manifested in the same manner sought or required by offeror
3. Process
a. Identify Offeror & Offeree b. Who is master of contract? c. Is it Bilateral/Unilateral/Indifferent c1. Bilateral : where offeror is seeking a return promise or commitment to perform (accept by promise or conduct) [Most contracts are Bilateral] c2. Unilateral : where offeror is seeking a return performance (to accept, must render full and complete performance) c3. Indifferent : accept either by promise or performance but it becomes a bilateral contract regardless (there is an implied promise)
4. How to Accept Bilateral
a. either by words or conduct which must be communicated in a reasonable time. b. Can be altered by offeror (master of contract) when specifying a certain form of acceptance. Or MoC can suggest a manner of acceptance but words or conduct are still sufficient. Or MoC can waive acceptance and accept performance. Or MoC can waive need to communicate or give notice of acceptance.
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages*
5. How to Accept Unilateral
a. by full and complete performance of requested acts. b. Ordinarily no communication is necessary to complete acceptance but if the offeree wouldn’t learn in a reasonable amount of time that said act(s) have been performed a duty exists to notify offeror within a reasonable time . c. As master of contract, offeror has right to waive requirement of notice.
6. When would you seek a Unilateral
a. When offeror doesn’t want to be bound until performance is met. a1. Reward offer a2. Real Estate Transactions (finder’s fee/commission; I’ll pay it if you bring someone to buy it) a3. Advertisements (don’t want to be bound until someone accepts) a4. Employment at will (not on payroll until you show up and work)
7. Cases
→ Manner of Acceptance a. White v. Corlies & Tift – Δ asked π for estimate. Δ receives estimate, makes changes sends to π who agrees. Δ tells π he can begin at once, but π never replies. Δ countermands. Π had commenced performance by purchasing lumber and beginning work thereon. a1. Rule : Where an offer is made by one party to another when they are not together, the acceptance of it by that other must be manifested by some appropriate act. Not bound if that manifestation is not put in a proper way to be in the usual course of events, in some reasonable time communicated to him a2. Holding : for Δ, a mental determination not indicated by speech or put in course of indication by act to the other party is not an acceptance which will bind the other. Π did no act to indicate acceptance within a reasonable time; his purchase of materials was stuff as fit for any other like work. b. Ever-Tite Roofing Corporation v. Green – Δ solicits π to reroof. Agreement provides “this agreement shall become
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* binding only upon written acceptance hereof, by the principal or authorized officer of the contractor, or upon commencing performance of the work” Bilateral Offer. Nine days after execution of agreement, π sends truck to Δ only to find that others had been working for 2 days. Δ makes offer using π’s forms; this makes π master of contract. b1. Rule : Acceptance by either words or conduct must be relayed within a reasonable time according to objective theory. b2. Holding : for π, π proceeded with due diligence. Delays for processing application were usual; No time limit was specified within which π was to accept or begin work. c. Allied Steel and Conveyers v. Ford Motor Co – Bilateral Contract offer by Δ to purchase additional machinery; this time no indemnity clause (one whereby a party undertakes contingent liability for a loss threatening another). Π had begun performance when an employee of P suffered injury. c1. Rule : Master of the offer may waive requirement of acceptance if the acquiesce to other party commencing performance. c2. Holding : for Δ, offer was accepted and binding when π, with Δ’s knowledge, consent and acquiescence, undertook performance of the work called for by the contract. As master of contract Δ could waive π’s requirement of acceptance in lieu of performance; π began performance by installing the machine called for. →Notice of Acceptance a. International Filter Co. v. Conroe Gin, Ice & Light – buyer (Δ) was offeror making offer on seller’s (π) form. Bilateral offer. Π wants to sell machine to Δ. Contract says upon approval of executive office. Go-ahead given but never relayed to Δ. a1. Rule : as master of the contract, offeror dispenses of requiring notification or communication of consent/agreement. a2. Holding : for π, contract says upon approval not upon approval and notification; so no communication necessary. b. Carlill v. Carbolic Smoke Ball Co. – Δ offers reward to any person who uses product 3 times daily for 2 weeks and
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* contracts flu/cold/disease. Δ bargaining for an act; The contract is formed upon purchase of product. b1. Rule : as master if the contract, offeror can dispense of notification requirement. b2. Holding : for π, Δ waived requirement of notice. Δ implies in his offer that it is sufficient to act without notice. Generally advertisements are not offers but due to specificity of reward here and monetary deposit to pay off claim(s) this constitutes an offer. → Special UCC Acceptance Rules 1. UCC facilitates transactions; it aims to get rid of ambiguous language in offers and stipulate what performance is. a. performance commences for the sale of goods by shipping the goods; shipment must commence within a reasonable time; if performance is started by manufacturing product that will be shipped later, the manufacturer has a duty to notify that performance has commenced. b. acceptance under UCC is either by words or conduct 2. UCC 2-206 (1)(b) – an order for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming OR non-conforming goods. a. Corinthian Pharmaceutical Systems v. Lederle Labs – Δ manufactures vaccine sold by π. Π tries to place order prior to substantial increase in price. Δ ships portion of order as an accommodation a1. Rule : 2-207 – an acceptance need not be the mirror image of the offer. 2-206 – acceptance by any medium reasonable. 2-206 (b) – shipment of non-conforming goods does not constitute an acceptance if seller notifies buyer that shipment is offered only as an accommodation to the buyer. a2. Holding : for Δ, automated ministerial act (tracking #) does not constitute acceptance. Portion of order offered as an accommodation →Silence as Acceptance
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* 1. General Rule: silence/inaction does not constitute acceptance. 2. 4 Exceptions a. where one accepts the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with expectation of compensation. b. Where offeror tells offeree assent may be manifested by silence or inaction and the offeree in remaining silent and inactive intends to accept the offer (offeree can bind offeror but not vice versa here) c. Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept d. Where offeree does any act inconsistent with offeror’s ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable.
D. Terminating the Power of Acceptance
1. Lapse of an Offer
a. if no period is specified in the offer, it lapses after a reasonable time (consider how the offer was made, Fedex?) b. if rapid fluctuation in price, time is shortened c. if price is stable, time is lengthened d. if offer is made face to face, open till end of conversation e. if offer of reward, must be notorious in order to be effective f. clock starts and stops according to objective theory f1. General Rule : offer starts upon receipt of letter; if delayed in mail offeree would get benefit unless offeree knew of delay f. a proposal to accept, or an acceptance, upon terms varying from those offered is a rejection of the offer and puts an end to the negotiation unless the party who made the original offer renews it or assents to the modification suggested
2. Revocation
a. an offeror can terminate an ordinary offer at any time prior to acceptance
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* b. Under objective theory, any behavior inconsistent with previous manifestation of intent to be bound is sufficient for revocation c. Can revoke by words or conduct d. Communication/Notification of revocation must be made for it to be done effectively AND it must be received by offeree e. General offers can be revoked thru equal publicity and becomes effective when you perform equal publicity f. 3 ways to make an offer irrevocable f1. Consideration→pay to keep it open→OPTION CONTRACT Dickinson v. Dodd – π suing for enforcement of an offer made by Δ. Offer was indifferent. Π learns on Wed. Δ is no longer manifesting an intent to be bound; so the offer is effectively revoked despite it supposedly being open until Fri. due to a lack of consideration f2. Firm Offer Under U.C.C. f3. If offeree reasonably relies on offer in a certain way
E. The Battle of the Forms (UCC) [CONSULT HANDOUT]
*if the seller does not object to using the buyer’s form and accepts the order, the buyer’s “fine print” (terms and conditions) will control.
1. Acceptance Varying Offer: UCC 2-207
a. code abandons “mirror image” in 2-207(1), providing that an expression of acceptance may indeed operate as an acceptance even though it states terms additional to or different from those offered and agreed upon b. an additional term becomes a part of the contract when after receiving notice and allowing a reasonable time to elapse, the offeror fails to give notice of objection to the additional term 2207(2) c. Even though parties’ writings don’t establish a contract, one may be found through the conduct of both parties. UCC uses gap fillers to serve as terms.
2. Satisfying UCC 2-207(1)
a. not only must the expression of acceptance be definite, seasonable and sent within in a reasonable time, but it must also be sufficiently responsive to the offer to indicate an intent to enter into a contract
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* b. a response that differs radically from the offer, particularly with regard to price or quantity (dickered terms), may fail as an acceptance c. the acceptance may, by its terms, prevent its operation as an acceptance if it is expressly made conditional on assent to the additional or different terms d. Cases d1. Dorton v. Collins & Aikman Corp. – π buys carpets from Δ then sells them. Π learns quality is inferior. Orders made over the phone. Π usually accepts by receiving and retaining order for 10 days w/out objection. Arbitration clause brings us into 2-207 1d. Rule: conduct must clearly show an unwillingness to engage in a contract absent acceptance of additional terms 2d. Holding : for Δ, when a party wants to make a counteroffer, they must expressly say that the offeror’s assent makes acceptance expressly conditional.
3. Materiality
a. If additional terms DO NOT materially alter the original bargain they will be incorporated unless notice of objection has already been given or is given w/in a reasonable time b. Materially alter means that inclusion would result in surprise or undue hardship if incorporated w/out express awareness by other party (this is considered objectively; is it custom? If yes, then not materially different. Would a reasonable offeror agree to it if not a surprise?) c. Cases c1. Step-Saver v. Wyse – π buys program from Δ over the phone. Then π would send a purchase order along w/terms and Δ would send invoice with terms. Program had a “box-top” license as well (“upon opening…” and “15 days to return”) . Customers had problems w/program 1c. Rule: under 2-207, parties intended as the terms of their agreement those terms to which both parties have agreed along with any terms implied by provisions of UCC 2c. Holding: for π, Δ failed to express its unwillingness to proceed w/transaction unless its additional terms (boxtop) were incorporated into agreement. Δ continued
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* performance, and would have needed to mail expressly conditional language prior to shipment c2. Northrop v. Litronic Industries – Δ offered to sell wire board to π; the offer contained 90 day warranty stated to be in lieu of any other warranties. Π return invoice contained an unlimited warranty. 2c. Rule: The knock-out rule applies here, which means that the discrepant terms knock each other out and the parties look to UCC gap fillers 2-206(1). 2c. Holding: For π, gap filler says reasonable amount of time, and the buyer (π) took a reasonable amount of time to test and inspect the product. c3. Itoh v. Jordan – π sends Δ purchase order for steel. Δ sends π acknowledgement form w/provision that seller’s acceptance is expressly conditional on buyer’s assent to additional/different terms (arbitration clause). Steel paid for and delivered without acceptance of additional terms by π; then π sues claiming steel defective. 3c. Rule: subsequent performance by both parties constituted conduct by both parties which recognizes the existence of a contract 2-207(3) 3c. Holding: for π, the provision made an effective counteroffer, but Δ performed without receiving acceptance for arbitration clause c4. Pro CD v. Zeidenberg – π sells program to businesses at one price and public at another. Program has license embedded into CD-Rom which limits use of the application to non-commercial uses. Δ ignores license, forms company using info on CD and π sues 4c. Rule: Rolling Acceptance – when all terms wont fit on box but refers to fact that there are terms in the box [NOT in UCC] 4c. Holding: for π, acceptance was complete when Δ clicked accept on computer screen
4. Mailbox Rule/Dispatch Rule
a. says that when an offeree responds in a manner invited by the offeror, the acceptance becomes effective upon dispatch b. 3 Requirements b1. if offeree is authorized to use a traditional mode of acceptance, the manner of acceptance must be at least as fast and reliable as that of the manner of offer (unless stated
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* otherwise by master of offer) [the mode of acceptance is typically authorized by the mode of offer] b2. dispatch (giving acceptance to 3 rd party) must be made before offer lapses b3. if irrevocable offer, acceptance is effective upon receipt by offeror [treated differently because the offer has been payed to be kept open and must be accepted by time specified] c. if you fail one of these 3 requirements, return to acceptance upon receipt unless the mode you used still gets there on time or in the time it would have had you ised the proper mode d. if offeror dies or becomes insane after dispatch, contract still effective.
F. Consideration
1. Requirements for Consideration
a. Need a bargain for exchange with respect to things of value BFE = E + RMI; the general rule is that it has to be a present exchange b. Things of value = either a return promise or commitment which would create a bilateral contract OR performance (i.e. unilateral) c. either a detriment to promisee or benefit to promisor c1. detriment – take an act that otherwise there is no legal obligation to do or refrain from something that you have a right to do d. Courts don’t care about the adequacy of consideration (benefit/detriment) so long as there is a bargain for exchange e. How do you know if there is a bargain for exchange e1. Was there Reciprocal Mutual Inducement? e2. If so, was there a detriment to promisee or benefit to promisor e. Exceptions f1. if you try to dress up a gift promise to make it enforceable but give only nominal consideration it will not hold f2. Sham consideration – when there is no intent to actually fulfill the consideration given as a gift promise f3. there will still be valid consideration when the claim is 1) asserted honestly by the party/in good faith (promise subjectively believed that claim was valid) AND 2) when there is a reasonable basis for support/the party can demonstrate that when agreement took place it was done reasonably (objective test) f. Consideration need not move from promisee to promisor directly or vice versa… it can flow from 3 rd party
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages*
2. General
a. Family Contracts (not typically enforceable; motivation deemed altruistic a1. Hamer v Sidway – Δ promises to give π $5,000 to refrain from drinking, smoking, swearing and gambling until he’s 21. π performs, asks for money and Δ says π is too young to have money so Δ will keep it on interest. Δ dies prior to paying. Δ is promisor and π is promisee 1a. Rule : a waiver of any legal right at the request of another party is sufficient consideration for a promise 1a. Holding: for π, he restricted his freedom upon faith of Δ promise. Δ benefit came in π performance. b. Gratuitous Promises b1. Fiege v. Boehm – π and Δ had bastard child , at least that’s what they thought. Δ agreed to pay expenses and compensate for lost salary. Blood tests showed Δ not the father. Δ stopped making payments 1b. Rule : forbearance to sue for a lawful claim or demand is sufficient consideration for a promise to pay for the forbearance if the part forbearing had an honest intention to prosecute litigation which is not frivolous, vexatious or unlawful and which he believed to be well founded/in good faith 1b. Holding: For π, no proof of fraud or unfairness by π
3. Exhange Requirement
a. Feinberg v. Pfeiffer – π suing to enforce company’s promise to pay her pension upon retirement. Promise made by old management, and new management considers it a gift. a1. Rule: Consideration is either 1) an act other than a promise 2) a forbearance 3) the creation, modification or destruction of a legal relation 4) a return promise bargained for and given in exchange for the promise a2. Holding: for Δ, court says π gave no promise for performance or return promise and even if there was an exchange it wasn’t for something in present b. Mills v. Wyman – π cared for son of Δ. Afterwards, Δ promised to pay for π expenses and then decided not to b1. Rule: a mere verbal promise without any consideration cannot be enforced by action
K (Contract) Liability = Bargain (Consideration) + Mutual Assent + Definiteness; *Where there is contract liability, the Presumptive Remedy = Expectation Damages* b2. Holding: for Δ, π asks for something done in the past so no contract liability c. Webb v. McGowin – π doing his job by dropping 75lb blocks; sees boss below and rather than dropping the block, fell with it and crippled his own body while saving his bosses life. Δ promises to pay $15 every week to π until death. c1. Rule: moral obligation sufficient consideration where promisor receives material benefit (this is a minority rule) c2. Holding: for π, the act was a material benefit of infinitely more value than any financial aid he could have received
4. The Bargain Requirement
a. Kriksey v. Kriksey – π is widow of Δ brother. Δ lives 60-70 miles away and writes π letter inviting her to live with him. 2 months later she moves there. 2 years after Δ tells her to leave a1. Rule: an action cannot lie for a gratuitous promise a2. Holding: for Δ, lack of reciprocal mutual inducement b. Central Adjustment Bureau v. Ingram – Δ signed contracts of non-compete after beginning work. Δ left to start own company that competed with π. b1. Rule: for non-competes, 1) look at facts and circumstances, 2) did employee get benefits, raises 3) was employer acting in good faith 4) was noncompete reasonable. b2. Holding: for π , substantial performance under the contract supplied the mutuality and consideration necessary to make contract binding. c. Bankey v. Storer Broadcasting – π fired after working for 13 years. Π believes Δ should be held to employee handbook of 1980 which says discharge for cause. 1981 handbook changes it to at will of the employee c1. Rule: general rule is that unilateral modification cannot take place for a promise given unless there is new consideration given by employer. But here, the court only requires reasonable notice of change and enforcement nondiscriminartorily c2. Holding: for Δ, the employer’s benefit is correspondingly extinguished and even though its revocable it promotes stability by holding employees accountable and requiring that the policies be applied consistently and uniformly