What Does It Take to Accept a Contract Offer?

Until an offer is accepted, there is no contract. So, what exactly does "acceptance" imply?

You accept an offer to enter into a contract when you click the "Place Your Order" button on Amazon.com, tell the cab driver where you want to go, or pass a $20 note to the cashier at the movies. Despite the absence of fanfare, all of these activities express acceptance: an unqualified willingness to be bound by the other party's offer. An acceptance is a requirement of a legally binding contract: without it, there is no bargain.

There Is No Acceptance If

Occasionally, one party will argue that the other did not accept an offer. If any of the following statements are true, acceptance has not occurred.

• A party's answer to an offer does not indicate whether or not they are willing to be bound. ("That sounds wonderful; I'll think about it.")
• There are strings associated with the response. ("I'll do it for $10,000 more if you'll pay me more.")
• The offer is based on false information. ("You stated that you owned the car.")

Also, if the person making the offer specifies how the other party must accept it—for example, "Call me with your response by Saturday"—the other party must accept under those terms in order to form a contract. Accepting on Sunday, in this case, will not result in a contract.

Counteroffers and Conditional Acceptance

When one party responds to an offer with extra terms or qualifications, it is usually called a counteroffer rather than an acceptance. Because it fundamentally alters the proposed contract's terms, a counteroffer is not an acceptance. In legal terms, a counteroffer is a rejection of the previous offer and the replacement of it with a new offer.

EXAMPLE

A customer requests a $1,000 cabinet, to which the carpenter responds, "OK, if you also pay for my supplies." A counteroffer has been submitted by the carpenter. In order for an agreement to be made, the client must accept the counteroffer.

The restrictions are sometimes more flexible under the Uniform Commercial Code, which governs the sale of products. Under these criteria, a qualified acceptance can result in a binding contract, even if new conditions are added, unless the changes are unexpected or difficult. "I accept your offer to sell your car," for example, "but you'll have to arrange for delivery to California rather than New York."

Acceptance by Actions

Acceptance isn't always expressed verbally; sometimes actions are sufficient. If a customer placed an order for products at a specific price and the seller replies by shipping the goods, the seller's actions indicate acceptance of the offer. Silence by itself, on the other hand—that is, when one person says or does nothing—rarely constitutes assent. That principle comes from a 19th-century English contract case in which a man promised to buy a horse and declared that "I consider the horse mine" unless he heard differently from the vendor. His assumption did not form a contract, according to the British court; the other party's acceptance had to be clearly conveyed.

Except when a consumer receives unsolicited merchandise, accepting goods that were not ordered can result in a binding contract. In California, for example, receiving unsolicited product is considered an unconditional gift that the recipient is not required to return or pay for.

Open Offers and Options

An option agreement can be used by parties who desire more time to examine an offer, such as for a home purchase. An option agreement is a contract in which one party pays for the exclusive right to accept an offer for a set period of time. This allows the potential buyer to think over the transaction without worrying that it will be snapped up by someone else or that the conditions of the deal will change in the interim.

"Cooling-off regulations," similar to open offers or options, allow consumers to get out of certain types of contracts within three days of signing them.

​​​Yoel Molina, Esq. (AKA “Mo”)

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