Acceptance
Acceptance An acceptance is “a manifestation of assent to the terms [of the offer] made by the offeree in the manner invited or required by the offer.” In determining if an offeree accepted an offer and created a contract, a court will look for evidence of three factors:
(1) the offeree intended to enter the contract, (2) the offeree accepted on the terms proposed by the offeror, and (3) the offeree communicated his acceptance to the offeror.
Common Law: Traditional “Mirror Image” Rule
The traditional contract law rule is that an acceptance must be the mirror image of the offer. Attempts by offerees to change the terms of the offer or to add new terms to it are treated as counteroffers because they impliedly indicated an intent by the offeree to reject the offer instead of being bound by its terms. However, recent years have witnessed a judicial tendency to apply the mirror image rule in more liberal fashion by holding that only material (important) variances between an offer and a purported acceptance result in an implied rejection of the offer.
Even under the mirror image rule, no rejection is implied if an offereee merely asks about the terms of the offer without indicating its rejection (an inquiry regarding terms), or accepts the offer’s terms while complaining about them (a grumbling acceptance).
Distinguishing among a counteroffer, an inquiry regarding terms, and a grumbling acceptance is often a difficult task. The fundamental issue, however, remains the same:
Did the offeree objectively indicate a resent intent to be bound by the terms of the offer?
Communication of Acceptance
To accept an offer for a bilateral contract, the offeree must make the promise requested by the offer. An offeror must communicate the terms of his proposal to the offeree before an offer results. This is so because communication is a necessary component of the present intent to contract required for the creation of an offer. For
(1) the offeree intended to enter the contract, (2) the offeree accepted on the terms proposed by the offeror, and (3) the offeree communicated his acceptance to the offeror.
Common Law: Traditional “Mirror Image” Rule
The traditional contract law rule is that an acceptance must be the mirror image of the offer. Attempts by offerees to change the terms of the offer or to add new terms to it are treated as counteroffers because they impliedly indicated an intent by the offeree to reject the offer instead of being bound by its terms. However, recent years have witnessed a judicial tendency to apply the mirror image rule in more liberal fashion by holding that only material (important) variances between an offer and a purported acceptance result in an implied rejection of the offer.
Even under the mirror image rule, no rejection is implied if an offereee merely asks about the terms of the offer without indicating its rejection (an inquiry regarding terms), or accepts the offer’s terms while complaining about them (a grumbling acceptance).
Distinguishing among a counteroffer, an inquiry regarding terms, and a grumbling acceptance is often a difficult task. The fundamental issue, however, remains the same:
Did the offeree objectively indicate a resent intent to be bound by the terms of the offer?
Communication of Acceptance
To accept an offer for a bilateral contract, the offeree must make the promise requested by the offer. An offeror must communicate the terms of his proposal to the offeree before an offer results. This is so because communication is a necessary component of the present intent to contract required for the creation of an offer. For