Chapter 6 Restatement illustrations Flashcards
RST § 59. Purported Acceptance Which Adds Qualifications
A reply to an offer which purports to accept it but is conditional on the offeror’s assent to terms additional to or different from those offered is not an acceptance but is a counter-offer.
RST 59 Illustration 1:
A makes an offer to B, and B in terms accepts but adds, “This acceptance is not effective unless prompt acknowledgement is made of receipt of this letter.”
There is no contract, but a counter-offer.
RST 59 Illustration 2
A makes a written offer to sell B a patent in exchange for B’s promise to pay $ 10,000 if B’s adviser X approves the purchase. B signs the writing in a space labelled “Accepted :” and returns the writing to A.
B has made a conditional promise and an unconditional acceptance. There is a contract, but B’s duty to pay the price is conditional on X’s approval.
RST 59 Illustration 3:
A makes a written offer to B to sell him Blackacre. By usage the offer is understood as promising a marketable title. B replies, “I accept your offer if you can convey me a marketable title.”
There is a contract.
§ 61. Acceptance Which Requests Change Of Terms
An acceptance which requests a change or addition to the terms of the offer is not thereby invalidated unless the acceptance is made to depend on an assent to the changed or added terms.
RST 61 Illustrations 1:
A offers to sell B 100 tons of steel at a certain price. B replies, “I accept your offer. I hope that if you can arrange to deliver the steel in weekly installments of 25 tons you will do so.”
There is a contract, but A is not bound to deliver in installments
RST 61 Illustration 2:
A offers to sell specified hardware to B on stated terms. B replies : “I accept your offer; ship in accordance with your statement. Please send me also one No. 5 hand saw at your list price.”
The request for the saw is a separate offer, not a counter-offer.
§ 39 Counter-Offers
(1) A counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer.
(2) An offeree’s power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifested a contrary intention or unless the counter-offer manifests a contrary intention of the offeree.
RST § 39 Comment A; Illustration 1:
A offers B to sell him a parcel of land for $ 5,000, stating that the offer will remain open for thirty days. B replies, “I will pay $ 4,800 for the parcel,” and on A’s declining that, B writes, within the thirty day period, “I accept your offer to sell for $ 5,000.”
There is no contract unless A’s offer was itself a contract (see § 37), or unless A’s reply to the counter-offer manifested an intention to renew his original offer.
RST § 39 Comment B; Illustration 2:
A makes the same offer to B as that stated in Illustration 1, and B replies, “Won’t you take less?” A answers, “No.” An acceptance thereafter by B within the thirty-day period is effective.
B’s inquiry was not a counter-offer, and A’s original offer stands.
RST § 39 Comment C; Illustration 3:
A makes the same offer to B as that stated in Illustration 1. B replies, “I am keeping your offer under advisement, but if you wish to close the matter at once I will give you $ 4,800.” A does not reply, and within the thirty-day period B accepts the original offer.
B’s acceptance is effective.
