MODULE 23 CONTRACTS 125
~ Acceptance
a. May be written or oral
b. Offer may be accepted only byperson to whom it was directed
(1) Use objective test-to whom would a reasonable person believe it to be directed?
(2) Rewards can usually be accepted by anyone who knowsof them, except 0.rthose who have a
preexisting duty, such as a law enforcement officer.
c. Offeree must have knowledge of offer in order to acce t
EXAMPLE: D advertises a reward of $100 for the return of his pet dog. G, unaware of the offer, returns D's dog.
G cannot require that D pay the $100 (if he later hears of the offer) because he was unaware of the offer when he
returned the dog. He could not "accept" an offer he did not know existed.
d. Intent to accept is required
(1) Courts generally find click-on agreements legally enforceable when the offeree completes the
contract online by clicking on a button that shows acceptance
(a) Main issue is that offeree did clearly intend to accept offer by this action
e. Acceptance must generally be !n form specified by offer
f. Acceptance must be unequivocal and unconditional (mirror image rule) under common law
(1) An acceptance that attempts to change terms of' offer is@cceptance, 2lU is both a rejection
~ a counteroffer
EXAMPLE: 0 offers to sell some real estate for $100,000 cash. E says "I accept. I'll give you $50,000 now
and $50,000 plus 13% interest one year from now. "
(a) ~ inquiry or request is~a counteroffer so offer remains in effect
EXAMPLE: 0 gives the same offer as above but this time E asks if 0 would accept $50,000 now and
$50,000 plus 13% interest one year from now. The offer is neither accepted nor terminated.
(b) An attempted counteroffer given to electronic agent such as Web page or voice mail is IlQ!
!ffective when it does tW have ability to evaluate counteroffer
~(:n A condition which does not change€D-!dd to terms of contract is@ counteroffer (i.e., a
V condition that is already part of contract because of law, even though not expressed in previ-
ous negotiations)
g. Silence is @,ftcceptance ~ /
(1) Offer indicated silence would constitute acceptance (e.g., offer states "your silence is accep-
tance," and offeree intended his/her silence as acceptance)
(a) Offeree is under no duty to reply
(2) Offeree has tMen benefit ofservices <l£ goods and exercised control over them when s/he had
opportunity to reject them
(a) However, statutes usually override common law rule by providing that unsolicited mer-
chandise may be treated as a gift
(3) Through prior dealings, by agreement between parties, or when dictated by custom, silence
'-rio can be acce tance
J'M \ ~ Time of acceptance under common law
I) (1) If cceptance is made by method specified in offet@~y same method used by offeror to com-
municate the offer, acceptance is effective when se!!L(e.g., when placed in mail or when tele-
gram is dispatched)
EXAMPLE: Offeror mails a written offer without stating the mode of acceptance. Offeree mails acceptance.
Offeror, before receipt, calls offeree to revoke the offer. The contract exists because acceptance was effective
when mailed and revocation of offer came too late.
Exception: f fferee sends rejection and then acceptance, first received is effective even
t oug ree sent acceptance by same method used by offeror ..",
(2) Other methods of acceptance are considered effective when actually received b offeror
(3) Late acceptance oes notcreate a contract-it is a counteroffer an a valid contract is formed
only if original offeror then accepts
