Acceptance: Who Can Accept and How

What is acceptance?

A manifestation of assent to the terms of an offer.

Must an offer still be open to be accepted?

Yes. An offer cannot be accepted after it has been terminated.

Who generally has the power to accept an offer?

Only the person to whom the offer is directed.

Can an offeree generally assign an offer to a third party?

No. Offers generally are not assignable.

Must the offeree know of the offer to accept it?

Yes. Acceptance requires knowledge of the offer.

Do identical offers that cross without either party knowing of the other’s offer form a contract by themselves?

No. Neither party has accepted the other’s offer.

Under UCC Article 2, can the parties’ conduct establish a contract?

Yes. Conduct by both parties recognizing the existence of a contract can establish an agreement.

Under common law, can someone claim a reward for performing without knowing of the reward offer?

No. Performance without knowledge of the offer does not constitute acceptance.

How may an offer generally be accepted?

In any manner reasonable under the circumstances.

Must acceptance generally use the same method as the offer?

No, unless the offer requires that method exclusively.

What happens if the offer specifies an exclusive method of acceptance?

The offeree must comply with that method to accept.

What is a unilateral contract?

A contract in which a promise is exchanged for performance.

How is an offer for a unilateral contract accepted?

By completing the requested performance.

Does a promise to perform accept an offer that requires performance only?

No. The requested performance is required.

How do you accept a reward offer for the safe return of a lost dog?

By knowingly performing the requested act of safely returning the dog.

What is a bilateral contract?

A contract in which a promise is exchanged for a return promise.

How is an offer for a bilateral contract accepted?

By making the requested return promise.

When an offer does not clearly require acceptance by performance only, what forms of acceptance are generally available?

A return promise or performance.

Under UCC Article 2, how may an offer to buy goods for current or prompt shipment be accepted?

By a prompt promise to ship or by current or prompt shipment of conforming or nonconforming goods.

What are conforming goods?

Goods that comply with the terms of the buyer’s order.

What are nonconforming goods?

Goods that do not comply with the terms of the buyer’s order.

What is the usual effect of shipping nonconforming goods in response to an order for prompt shipment?

The shipment constitutes both acceptance and breach of contract.

If a buyer orders a Contracts book and the seller ships a Torts book without an accommodation notice, what happens?

The seller accepts the offer and breaches the contract by shipping the wrong book.

What is an accommodation shipment?

A shipment of nonconforming goods offered as a substitute, with timely notice that it is an accommodation.

Does a nonconforming shipment sent with timely accommodation notice constitute acceptance?

No. It constitutes a counteroffer.

May the buyer accept or reject an accommodation shipment?

Yes. The buyer may accept or reject the seller’s counteroffer.

Does silence generally constitute acceptance?

No.

Can an offeror unilaterally make the offeree’s silence count as acceptance?

Generally, no.

When can a course of dealing make silence constitute acceptance?

When the parties’ prior dealings make it reasonable to treat silence as acceptance.

When can knowingly accepting the benefits of services constitute acceptance?

When the offeree has a reasonable opportunity to reject the services and knows or has reason to know that payment is expected.

If you knowingly allow a worker to perform paid services at your home by mistake and could easily stop the work, can you be bound to pay?

Yes. Knowingly accepting the services without objection can constitute acceptance.

What is the key distinction between an ordinary nonconforming shipment and an accommodation shipment?

An ordinary nonconforming shipment is acceptance plus breach; a shipment with timely accommodation notice is a counteroffer.