Contract Law: Acceptance of an Offer
What is Acceptance?
Acceptance of an offer is a manifestation of assent to the terms made by the offeror in a manner invited or required by the offer. An offer can only be accepted by the offeree to whom the offer was made. Acceptance by performance requires partial performance by the offeree, preparations for acceptance alone are insufficient.
Timing of Acceptance
Acceptance must occur within a fixed time stated in the offer, or within a reasonable amount of time otherwise. The reasonableness of the time of acceptance will be determined as a matter of fact.
Effect of acceptance is described with more detail in Transacting at a Distance: Mailbox Rule. Generally, acceptance takes effect when the intention of the offeree is delivered. This is instantaneous when the parties are dealing through an instantaneous mode of communication, otherwise acceptance is effective when dispatched if acceptance is sent though a less instantaneous mode of communication (mail).
Mode of Acceptance
Acceptance of an offer must be submitted in a mode set forth in the offer. If mode of acceptance is not explicitly stated in the offer, the offeree can communicate acceptance in the same way as the offeror or in another way deemed reasonable.
Acceptance by Silence
Retatements of Contracts 2d. §69. Acceptance by Silence of Exercise of Dominion
(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance in the following cases only:
(a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.
(b) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
(c) Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
(2) An offeree who does any act inconsistent with the offeror’s ownership of offered property is bound in accordance with the offered terms unless they are manifestly unreasonable. But if the act is wrongful as against the offeror it is an acceptance only if ratified by him.
Comments:
a. Acceptance by silence is exceptional….The exceptional cases where silence is acceptance fall into two main classes: those where the offeree silently takes offered benefits, and those where one party relies on the other party’s manifestation of intention that silence may operate as acceptance.
Even in those cases the contract may be unenforceable under the Statute of Frauds
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