Acceptance

Question 1

Acceptance

Answer 1

An acceptance is a manifestation of an offeree’s willingness to enter into an offered agreement.

Question 2

What standard do courts use to determine if an offeree intended to accept an offer?

Answer 2

Courts use an objective standard to determine if an offeree intended to accept an offer.

Question 3

How may an offer be accepted?

Answer 3

Generally, the offeror is the master of the offer and an offer can only be accepted according to the terms of the offer.

Where no method of acceptance is specified, an offeree may communicate acceptance by any reasonable method (typically the same way the offer is communicated).

Bilateral offers are accepted by communicating an acceptance, i.e., the offeror and offeree exchange promises to perform.

Unilateral offers can only be accepted by complete performance by the offeree.

Question 4

Can an offeree accept a sale-of-goods offer (purchase order) by shipping non-conforming goods?

Answer 4

Where an offeree attemtps to accept a unilateral offer by shipping non-conforming goods, the UCC treats the action as an acceptance plus breach.

Question 5

How may an offer that is not clearly unilateral or bilateral be accepted.

Answer 5

When an ambiguity in an offer makes it unclea whether the offer is unilateral or bilateral, the modern trend is to treat either performance or communicated acceptance as valid.

Question 6

Who can accept an offer?

Answer 6

An offer can only be accepted by one

1. who knows of the offer and (knowledge)
2. to whom an offer is directed (offeree).

Where the offer is directed to a broad group or to the general public, the offeree must still have knowledge of the offer to accept. (reward, specific ad)

Question 7

Mailbox Rule

Answer 7

Under the Mailbox Rule, an acceptance sent by mail is valid when sent.

NOTES/CAVEATS

• ONLY applies to acceptance
• Does not apply:
  
  • where offeree sends something else first (rejection/counteroffer) (first opened communication will control)
  • to other types of communication (i.e., rejection, revocation, counteroffer)
• Unclear whether applies to modern mail substitutes (e-mail, fax)

Question 8

When might silence be construed as acceptance?

Answer 8

Rewards, Close, History, Specified in offer

• Unilateral reward offers and contests
• Unilateral offers so close to offeror that offeror will certainly see performance
• Where there is a past history of silence serving as acceptance such that the offeree should reasonably notify the offeror of non-acceptance (purchase orders, esp. over phone)
• Offer requires silence and offeree intends to accept.

Question 9

Implied-in-Fact Contracts

Answer 9

An implied-in-fact contract exists where the offeree’s actions constitute a non-verbal communication of acceptance.