Ch.11 contract offer acceptances

Three elements of a valid acceptance

Intent, matching, and communication.

Contract agreement

A meeting of the minds based on the objective intent of the parties.

Traditional Common Law Mirror Image Rule

The offeree must accept and match the exact terms of the original offer.

Modern Mirror Image Rule

Requires matching only the essential or material terms.

Effect of attempting to modify material terms

Acts as a counteroffer that terminates the original offer.

UCC §2-207 Battle of the Forms

Changes the mirror image rule for the sale of goods using forms.

UCC §2-207 'Different terms' rule

Different terms are knocked out and replaced with UCC gap fillers.

UCC §2-207 'Additional terms' between merchants

Become part of the contract unless excepted or objected to.

Specified means of acceptance

The offeree must fully comply with the stipulated time, place, or method.

Unilateral contract acceptance

The offeree can only accept the offer by performing the requested act.

The Mailbox Rule

Acceptance is effective upon dispatch if an authorized or implied means is used.

Effect of unauthorized or unreasonable means of acceptance

Acceptance is not effective until it is received by the offeror.

Who may accept an offer?

Only the original offeree or their authorized agent.

Acceptance by prompt shipment of goods under UCC

Accepted by prompt promise to ship or prompt shipment of goods.

General rule for silence as acceptance

Silence is generally not acceptance; an affirmative indication of assent is required.

Click-on and browse-wrap contracts

Cyber-contracts where users accept terms by taking an action like clicking 'I agree'.