1. What You’ll Learn
How to recognize the requirements of an offer (p. 114)
How to distinguish between an offer and an invitation to negotiate (p. 114)
How to recognize the requirements of an acceptance (p. 116)
How to distinguish between an acceptance and a counteroffer (p. 117)

2. What You’ll Learn
How to recognize when an offer has terminated (p. 119)
Why It’s Important
You need to know when an offer has been made and when an acceptance goes into effect to make sound contracts.

3. Section Outline Requirements of an Offer Requirements of an Acceptance
Serious Intent
Definiteness and Certainty
Communication to the Offeree
Requirements of an Acceptance
Unconditional Acceptance
Methods of Acceptance

4. Section Outline Termination of an Offer Revocation Rejection
Counteroffer
Expiration of Time
Death or Insanity

5. Requirements of an Offer
The person who makes an offer is the offeror.
The person who receives the offer is the offeree.
An offer has three basic requirements. It must be:
Made seriously
Definite and certain
Communicated to the offeree

6. Serious Intent
An offer must be made with the intention of entering into a legal obligation.
An offer made in the heat of anger or as a joke would not meet this requirement.

7. Serious Intent
Sometimes an invitation to negotiate can be confused with an offer.
Advertisements in newspapers, magazines, and catalogs are examples of invitations to negotiate, which are invitations to make an offer.

8. Definiteness and Certainty
An offer must be definite and certain to be enforceable.
Offers that use vague words or terms that cannot be quantified lack definiteness and certainty.

9. Communication to the Offeree
Offers may be made by any method that communicates the offer to the offeree, including:
Telephone
Letter
Telegram
Fax machine

10. Pre-Learning Question
Is a counteroffer the same thing as an acceptance? Why or why not?

11. Requirements of an Acceptance
To be legally binding, the acceptance must meet certain basic requirements.
The acceptance must be unconditional.
The acceptance must follow the rules regarding the method of acceptance.

12. Unconditional Acceptance
The acceptance must not change the terms of the original offer in any way.
This principle is called the mirror image rule.
Any change in the terms of the offer means the offeree has not really accepted the offer.
The offeree has made a counteroffer.

13. Unconditional Acceptance
If a counteroffer is made, the original offeror is not obligated to go along and no contract exists.
The offeror becomes an offeree and may accept or reject the counteroffer.
Contracts for the sale of goods are exceptions to the mirror image rule.
These exceptions include contracts for personal property such as clothing, furniture, food, motor vehicles, and appliances.

14. Methods of Acceptance
The time at which an acceptance takes place is important because that is when the contract comes into existence.
Special rules govern acceptances that take place when the parties are separated by a distance and must be communicated by letters, telegrams, or fax.

15. Methods of Acceptance
According to common law, an acceptance that must be sent over long distances is effective when it is sent.
An acceptance is implied when the offeree accepts by the same or a faster means than that used by the offeror.

16. Methods of Acceptance
The authorization of an acceptance can also be implied by any reasonable means, including:
Past practices between the parties
The usual method in the trade
Customary means in comparable transactions

17. Termination of an Offer
Termination of an offer may occur in any of the following five ways:
Revocation
Rejection
Counteroffer
Expiration of time
Death or insanity

18. Revocation
Revocation is the taking back of an offer by the offeror.
Rejection
Rejection, or refusal, of an offer by the offeree brings the offer to an end.

19. Counteroffer Expiration of Time
A counteroffer ends the first offer.
The offeree creates a new offer, which the original offeror may accept or reject.
Expiration of Time
If the offeror sets a time limit for the acceptance of the offer, it must be honored.

20. Death or Insanity
If the offeror dies or becomes insane before the offer is accepted, the offer comes to an end.

21. Reviewing What You Learned What are the requirements of an offer?
Section 5.2 Assessment
Reviewing What You Learned
What are the requirements of an offer?

22. Reviewing What You Learned Answer
Section 5.2 Assessment
Reviewing What You Learned
Answer
Serious intent, clear and definite terms, and communication to the offeree.

23. Reviewing What You Learned
Section 5.2 Assessment
Reviewing What You Learned
What is the difference between an offer and an invitation to negotiate?

24. Reviewing What You Learned Answer
Section 5.2 Assessment
Reviewing What You Learned
Answer
An offer empowers the offeree to accept its terms and create a contract. An invitation to negotiate is an invitation to the other party to make an offer.

25. Reviewing What You Learned What are the requirements of an acceptance?
Section 5.2 Assessment
Reviewing What You Learned
What are the requirements of an acceptance?

26. Reviewing What You Learned Answer
Section 5.2 Assessment
Reviewing What You Learned
Answer
Must be unconditional and must follow the rules regarding the method of acceptance.

27. Reviewing What You Learned
Section 5.2 Assessment
Reviewing What You Learned
What is the difference between an acceptance and a counteroffer?

28. Reviewing What You Learned Answer
Section 5.2 Assessment
Reviewing What You Learned
Answer
An acceptance creates a contract. A counteroffer means that the original offer has not been accepted. The offeree has made a new offer, which the original offeror may accept or reject.

29. Reviewing What You Learned When is an offer terminated?
Section 5.2 Assessment
Reviewing What You Learned
When is an offer terminated?

30. Reviewing What You Learned Answer
Section 5.2 Assessment
Reviewing What You Learned
Answer
Upon revocation by the offeror, on rejection by the offeree, when a counteroffer is made, after the expiration of a set period of time, and/or the death or insanity of the offeror.

31. Critical Thinking Activity Identifying an Offer
Section 5.2 Assessment
Critical Thinking Activity
Identifying an Offer
Why is it important to be able to distinguish between an offer and an invitation to negotiate?

32. Critical Thinking Activity Answer Identifying an Offer
Section 5.2 Assessment
Critical Thinking Activity Answer
Identifying an Offer
Answers will vary, but should recognize that by understanding the difference between the two; a buyer won’t confuse an advertisement with an offer.

33. Legal Skills in Action Invitations to Negotiate
Section 5.2 Assessment
Legal Skills in Action
Invitations to Negotiate
Tina believes that she can compel a used car dealership to sell her a car that was advertised in the newspaper. She believes the advertisement is an offer that she intends to accept tomorrow.

34. Legal Skills in Action Invitations to Negotiate
Section 5.2 Assessment
Legal Skills in Action
Invitations to Negotiate
Write a paragraph that explains why advertisements in a newspaper are considered invitations to negotiate rather than offers.

35. Legal Skills in Action Answer
Section 5.2 Assessment
Legal Skills in Action Answer
Invitations to Negotiate
Answers will vary, but should explain that sellers usually have limited merchandise to sell and cannot possibly sell an advertised product to everyone who sees an ad.

36. End of Section 5.2