ley case. ices ule CALEY v. GULFSTREAM AEROSPACE CORP United States Court of Appeals, Eleventh Circuit, 28 F.3d 1359 (2005) Case Background Gulfstream adopted a dispute resolution policy (DRP). It mailed the policy to all employees. It said the DRP would be the only proce- accepting the contract. Thus, the DRP plainly consti- dure to resolve disputes between Gulfstream and tuted an offer.... employees. It would begin in two weeks and would be 2. Acceptance The plaintiffs also contend that they "a condition of continued employment." For employ- cannot be deemed to have accepted the terms of the ees to continue to work at Gulfstream, they had to DRP simply by their continued employment, even accept the DRP as a condition of employment. A group though the DRP expressly provides that continued of employees sued, contending that there was no con- employment is the proper means of acceptance. tract, so the DRP could not be enforced. The district However, we agree with the district court that the court held for Gulfstream. The employees appealed. employees accepted the DRP through continued employment.... Case Decision Hull, Circuit Judge An offer maybe accepted ... either by a promise to do the thing contemplated therein, or by the actual * * * doing of the thing. However, the offer must be accepted in the manner specified by it; and if it calls for a prom- 1. Offer The plaintiffs argue that the DRP does not ise, then a promise must be made; or if it calls for an constitute an "offer." We disagree. "An offer is the act, it can be accepted only by the doing of the act. ... By specifying the manner of acceptance as continued manifestation of willingness to enter into a bargain, employment and announcing that the DRP was a con- so made as to justify another person in understand dition of employment, the DRP and accompanying let- ing that his assent to that bargain is invited and will ter plainly set forth two options for Gulfstream conclude it." Restatement (Second) of Contracts, $ 24. employees: (1) continue in employment, thereby The DRP clearly states that it is a contract, establishes accepting the DRP, or (2) terminate employment. Thus, the terms of the contract, and explains the means of given these two options, the employees remaining in220 Part 2: Elements of Traditional Business Law Gulfstream's employ after notice of the DRP was an pay the arbitration and mediation costs. These prom- unambiguous act of acceptance of the DRP.... ises constitute bargained-for consideration.... 3. Consideration The plaintiffs next argue that the Affirmed. arbitration agreement is unenforceable because there is no "bargained for consideration" for their relin- Questions for Analysis quishment of trial rights. They argue that the 1. The appeals court held that continued employment employees got nothing in return. was evidence of acceptance of the offer and employ- This argument is unavailing. Georgia law provides ment was consideration. Because the employees that mutual promises and obligations are sufficient were already working, why was there consideration? consideration to support a contract. Here, the plaintiffs Was there a change in anything? received reciprocal promises from Gulfstream to arbi- trate and be bound by arbitration in covered claims. 2. If the case had come out the opposite, how could an In addition, the DRP provides that Gulfstream will employer change the terms of the working arrange- ment (contract)? Enforceable Promises without Consideration Under certain circumstances, the court not require consideration for a promise to be enforceable. The doctrine used by the cou called promissory estoppel (or detrimental reliance). The rationale for the doctrine is that avoid an injustice resulting from the promisee's reasonable reliance on the promisor's prom Under the doctrine, the promisor is estopped (prevented) from denying a promise