Acceptance Flashcards
Common law definition
a) Voluntary, unequivocal assent to the terms of the offer, and communicated to the offeror.
(1) The offeror has full power to determine the acts that are to constitute acceptance.
b) Generally valid upon receipt, except for mailbox rule and offeror dispensing with receipt requirement.
Who can accept?
a) An offer can be accepted only by a person whom it invites to furnish the consideration.
b) Unless the offeror manifests a contrary intention, an offeree who learns of an offer after he has rendered part of the performance requested by the offer may accept by completing the requested performance.
Notification of acceptance
a) Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such a notification.
b) If an offeree who accepts by rendering a performance has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless:
(1) The offeree exercises reasonable diligence to notify the offeror of acceptance; or
(2) The offeror learns of the performance within a reasonable time; or
(3) The offer indicates that notification of acceptance is not required.
c) Except in circumstances where silence operates as an acceptance or where the offer manifests a contrary intention, it is essential to an acceptance by promise either that the offeree exercise reasonable diligence to notify the offeror of the acceptance or that the offeror receive the acceptance seasonably.
When is acceptance effective? - General rule
(1) Acceptance is effective upon receipt.
When is acceptance effective? - Rest. 63
b) Rest. 63: Unless the offer provides otherwise,
(1) An acceptance made in a manner and by a medium invited by an offer, and by a means that is as fast or faster than the offer, is operative upon dispatch.
(2) An acceptance under an option contract is not operative until received by the offeror.
If rejection mailed and then acceptance mailed?
Mailbox rule doesn’t apply and whichever one is received first is effective.
If acceptance mailed and then rejection mailed?
Mailbox rule applies and acceptance is effective, unless offeror receives rejection first and changes position in reliance on it. In that case, offeree is estopped from enforcing it.
When elements of mailbox rule don’t apply?
Acceptance still effective upon receipt.
UCC 2-206 1a
Unless otherwise ambiguously indicated by the language or circumstances
(a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
UCC 2-206 1b
(1) Unless otherwise ambiguously indicated by the language or circumstances
(b) An order or other offer to buy goods 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, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
UCC 2-207(1)
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms
UCC 2-207(2)
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) The offer expressly limits acceptance to the terms of the offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
UCC 2-207(3)
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.
Silence as acceptance?
a) Generally, silence is not an acceptance unless,
(1) Because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
(2) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
Manner of acceptance for a unilateral offer/contract?
Offeror requests complete performance in order to accept the offer
