Chapter 121 Termination of an Offer By Offeror By Offeree Revocation Prior to Acceptance* Death or Incapacity Time Limitations Placed in the Offer Rejection Counteroffer Death or Incapacity *Options and firm offers excepted

Chapter 122 Acceptance and the Mailbox Rule Proper acceptance is effective when sent, even if never received. September1, 1997Seller mails an offer to Buyer September 2, 1997Buyer receives offer Buyer mails acceptance September 3, 1997Seller calls to revoke offer Buyer says he has already accepted The acceptance arrives on September 4, Is there a contract? Assume the same scenario as above, but the buyer’s acceptance never arrives. Assuming the buyer has adequate proof of mailing the acceptance, is there a contract? September1, 1997Seller mails an offer to Buyer September 2, 1997Buyer receives offer Buyer mails acceptance September 3, 1997Buyer mails rejection September 4, 1997Seller receives rejection September 5, 1997Seller receives acceptance Is there a contract? Why or why not?

Chapter 123 Acceptance of Offer Offeror makes an offer Offeree accepts offer unconditionally Offeree changes or adds terms Offeree rejects offer Contract Arises Counteroffer No contract exists Original offeror accepts counteroffer unconditionally Original offeror changes or adds terms Original offeror rejects counteroffer Counteroffer

Chapter 124 Offer and Acceptance Offer Acceptance Offer, No Contractual Intent Offer Not Definite Offer Invitation to Negotiate Terminated Offer Yes No Yes No Acceptance Counteroffer Acceptance No Acceptance Acceptance Post-termination Acceptance

Chapter 125 Chapter 12 Summary Because a contract arises when an offer is accepted, it is necessary to find that there was an offer and that it was accepted. If either element is missing, there is no contract.

Chapter 126 An offer does not exist unless the offeror has contractual intent. This intent is lacking if the statement of the person is merely an invitation to negotiate, a statement of intention, or an agreement to agree at a later date. Newspaper ads, price quotations, and catalog prices are ordinarily merely invitations to negotiate and cannot be accepted. Chapter 12 Summary (cont.)

Chapter 127 An offer must be definite. If an offer is indefinite, its acceptance will not create a contract because it will be held that the resulting agreement is too vague to enforce. In some cases, an offer that is by itself too indefinite is made definite because some writing or standard is incorporated by reference and made part of the offer. Chapter 12 Summary (cont.)

Chapter 128 In some cases, the offer is made definite by implying terms that were not stated. In other cases, the indefinite part of the offer is ignored when that part can be divided or separated from the balance of the offer. In other cases, the requirement of definiteness is ignored either because the matter that is not definite is unimportant or because there is an exception to the rule requiring definiteness. Chapter 12 Summary (cont.)

Chapter 129 Assuming that there is in fact an offer that is made with contractual intent and that it is sufficiently definite, it still does not have the legal effect of an offer unless it is communicated to the offeree by or at the direction of the offeror. Chapter 12 Summary (cont.)

Chapter 1210 In some cases, no contract arises because there is no offer that satisfies the requirements just stated. In other cases, there was an offer, but it was terminated before it was accepted. By definition, an attempted acceptance made after the offer has been terminated has no effect. The ordinary offer may be revoked at any time by the offeror. All that is required is the showing of intent to revoke and the communication of that intent to the offeree. Chapter 12 Summary (cont.)

Chapter 1211 The offeror’s power to revoke is barred by the existence of an option contract under common law or a firm offer under the Uniform Commercial Code or local non-Code statute and by the application of the doctrine of detrimental reliance by the offeree. Chapter 12 Summary (cont.)

Chapter 1212 An offer is also terminated by the express rejection of the offer or by the making of a counteroffer; by the lapse of the time stated in the offer or of a reasonable time when none is stated; by the death or disability of either party; or by a change of law that makes illegal a contract based on the particular offer. Chapter 12 Summary (cont.)

Chapter 1213 When the offer is accepted, a contract arises. Only the offeree can accept an offer, and the acceptance must be of the offer exactly as made without any qualification or change. Ordinarily, the offeree may accept or reject as the offeree chooses. Limitations on this freedom of action have been imposed by antidiscrimination and consumer protection laws. Chapter 12 Summary (cont.)

Chapter 1214 The acceptance is any manifestation of intent to agree to the terms of the offer. Ordinarily, silence or failure to act does not constitute acceptance. The recipient of unordered goods and tickets may dispose of the goods or use the goods without such action constituting an acceptance. Chapter 12 Summary (cont.)

Chapter 1215 An acceptance does not exist until the words or conduct demonstrating assent to the offer is communicated to the offeror. Acceptance by mail takes effect at the time and place when and where the letter is mailed or the fax is transmitted. A telephoned acceptance is effective when and where spoken into the phone. Chapter 12 Summary (cont.)

Chapter 1216 In an auction sale, the auctioneer asking for bids makes an invitation to negotiate. A person making a bid is making an offer, and the acceptance of the highest bid by the auctioneer is an acceptance of that offer and gives rise to a contract. When the auction sale is without reserve, the auctioneer must accept the highest bid. If the auction is not expressly without reserve, the auctioneer may refuse to accept any of the bids. Chapter 12 Summary (cont.)