Acceptance Flashcards
Acceptance
Manifestation of assent to the terms of an offer
Who May Accept
- Person to whom an offer is addressed has the power of acceptance
- Member of a class to which an offer has been directed
- If offer is made to general public, anyone may qualify
- If offer requests performance from an unlimited number of persons, performance by anyone knowing of the offer will cut off the power of every other person to accept provided that the offeror desires only one performance and no indication he’s willing to pay more than one
Offeree’s Power of Acceptance
Offeree’s power of acceptance cannot be assigned
Exception: right to accept under an option contract because the power to accept is itself a contract right
Acceptance for Unilateral Contract
Offer to form a unilateral contract is not accepted until performance is completed
Offeree is not required to give offeror notice that they have begun requested performance, but it is required to notify the offeror within a reasonable time after performance has been completed
No notice required if:
1. Offeror waived notice; or
2. Offeree’s performance would normally come to offeror’s attention within a reasonable time
Article 2 Notice
If offeree fails to notify the offeror of the acceptance (beginning rather than completion) within a reasonable time, the offeror may treat the offer as having lapsed before acceptance
Acceptance for Bilateral Contract
An offer to enter into a bilateral contract and may be accepted either by a promise to perform or by the beginning of performance
Acceptance Must Be Communicated
Acceptance must be communicated to offeror
Exception: if offer provides that acceptance need not be communicated, then no communication of the acceptance is required
Silence as Acceptance
If offeree silently takes offered benefits, courts will often find it as acceptance
- Especially true if prior dealings between parties, or trade practices known to both, create a commercially reasonable expectation by the offeror that silence represents an acceptance
- Offeree is under a duty to notify the offeror if she does not intent to accept
Offered Services
When the recipient of services knows or has reason to know that the services are being rendered with the expectation of compensation and by a word could prevent the mistake, he may be held to have accepted the offer if he fails to speak
Method of Acceptance
Generally, an offer s construed as inviting acceptance in any reasonable manner and by any medium reasonable under the circumstances
Offers to Buy Goods for Current or Prompt Shipment
Under Article 2, an offer to buy goods for current or prompt shipment is construed as inviting acceptance either by a promise to ship or by current or prompt shipment of conforming or nonconforming goods
Acceptance Must Be Unequivocal
Mirror image rule: absolute and unequivocal acceptance of each and every term of the offer
Any different or additional terms in the acceptance make the response a rejection and counteroffer
Statements that Make Implicit Terms Explicit
Statements by the offeree that make implicit terms explicit do not prevent acceptance
Ex: I accept provided you convey marketable title - obligation to convey marketable title is implicit in the offer to sell
Grumbling Acceptance
Acceptance accompanied by an expression of dissatisfaction is an effective acceptance as long as it stops short of actual dissent
Ex: I think it’s highway robbery at that price, but I guess I’ll have to accept
Request for Clarification
A request for clarification does not necessarily amount to a rejection and counteroffer
Ex: The $1,000 price - that includes shipping, doesn’t it? - not a counteroffer
