1. Acceptance The common law (the United States) The common law (the United States) CISG CISG

2. The Common Law Definition Definition Acceptance is a voluntary act (either words or conduct) by the offeree that shows assent (agreement) to the terms of an offer. The acceptance must be unequivocal and must be communicated to the offeror.

3. How to make a valid acceptance? True or False A makes an offer to B. B is not interested, but B’s friend, C, accepts the offer. Then a contract is concluded. A makes an offer to B. B is not interested, but B’s friend, C, accepts the offer. Then a contract is concluded. (Who can accept?----I. the person to whom the offer is made II. his agents) (Who can accept?----I. the person to whom the offer is made II. his agents) Offeree says, “I accept the offer, but I wish I could have gotten a better price.” So there is no effective acceptance. Offeree says, “I accept the offer, but I wish I could have gotten a better price.” So there is no effective acceptance.

4. The offeree says, “I accept the offer, but only if I can pay on ninety days’ credit. Then this is a valid acceptance. The offeree says, “I accept the offer, but only if I can pay on ninety days’ credit. Then this is a valid acceptance. The offeree replies, “I accept; please send written contract.” This should be taken as an acceptance. The offeree replies, “I accept; please send written contract.” This should be taken as an acceptance. The offeree replies, “I accept if you send a written contract.” This should be taken as an acceptance. The offeree replies, “I accept if you send a written contract.” This should be taken as an acceptance.

5. It is reasonable for the offeror to state, “By your silence and inaction you will be deemed to have accepted this offer.” It is reasonable for the offeror to state, “By your silence and inaction you will be deemed to have accepted this offer.” Silence can never be an acceptance. Silence can never be an acceptance. (Silence can be an acceptance (1) when the parties have made such agreements or (2) when the offeree has had prior dealings with the offeror.) (Silence can be an acceptance (1) when the parties have made such agreements or (2) when the offeree has had prior dealings with the offeror.)

6. CISG Definition Article 18 A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Definition Article 18 A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Three basic elements to make a valid acceptance Three basic elements to make a valid acceptance (1) offeree (2) through a statement or other conduct (3) indication of assent to the offer (1) offeree (2) through a statement or other conduct (3) indication of assent to the offer

7. When the acceptance becomes effective? Under the common law, the acceptance becomes effective as soon as it is dispatched by the offeree, and then a contract is formed. Under the common law, the acceptance becomes effective as soon as it is dispatched by the offeree, and then a contract is formed. ----the mailbox rule ----the mailbox rule Under the civil law, the acceptance becomes effective when it reaches the offeror, and then a contract is concluded. Under the civil law, the acceptance becomes effective when it reaches the offeror, and then a contract is concluded. ----the rule of receipt of the letter of acceptance ----the rule of receipt of the letter of acceptance

8. As to this point, CISG follows an approach somewhat different from the common law but similar to the civil law. As to this point, CISG follows an approach somewhat different from the common law but similar to the civil law. ----Article 18 ----Article 18 CISG mainly adopts the approach of civil law, but it does absorb some elements of mailbox rule. CISG mainly adopts the approach of civil law, but it does absorb some elements of mailbox rule. Article 16 / Article 18 Article 16 / Article 18

9. CISG tries to compromise on two legal systems. CISG tries to compromise on two legal systems. (1) Art.18 An acceptance is effective when it reaches the offeror ----receipt of acceptance ----receipt of acceptance (2) One point which should be stressed is that offeree’s dispatch of an acceptance cuts off the offeror’s right to revoke the offer (2) One point which should be stressed is that offeree’s dispatch of an acceptance cuts off the offeror’s right to revoke the offer ----dispatch of acceptance ----dispatch of acceptance

10. Whether a late acceptance is effective? There are two kinds of late acceptance. 1. The offeree makes an acceptance beyond the time limit for acceptance. That is, it is late when the offeree dispatches the acceptance. That is, it is late when the offeree dispatches the acceptance. It is impossible for such acceptance to become effective except that without delay the offeror informs its effectiveness. It is impossible for such acceptance to become effective except that without delay the offeror informs its effectiveness.

11. 2. The offeree dispatches the acceptance within the time limit for acceptance but the acceptance reaches the offeror beyond the time limit. That is, it is not late when the offeree dispatches the acceptance, and if its transmission had been normal, it would have reached the offeror in due time. That is, it is not late when the offeree dispatches the acceptance, and if its transmission had been normal, it would have reached the offeror in due time.

12. Such late acceptance is generally effective as an acceptance unless without delay the offeror informs the offeree that he considers his offer as having lapsed. Such late acceptance is generally effective as an acceptance unless without delay the offeror informs the offeree that he considers his offer as having lapsed. ---- Art.21 ---- Art.21

13. Whether an acceptance can be withdrawn or revoked? CISG tries to achieve a balance in protecting the interests of two contracting parties. On one hand, CISG protects the interests of the offeror, who is entitled to withdraw or revoke the offer; On the other hand, CISG protects the interests of the offeree, who is also entitled to withdraw the acceptance. CISG tries to achieve a balance in protecting the interests of two contracting parties. On one hand, CISG protects the interests of the offeror, who is entitled to withdraw or revoke the offer; On the other hand, CISG protects the interests of the offeree, who is also entitled to withdraw the acceptance.

14. An offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. An offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. The offeree’s dispatch of acceptances cuts off the offeror’s right to revoke the offer. The offeree’s dispatch of acceptances cuts off the offeror’s right to revoke the offer.

15. Whether a reply to an offer containing additional or different terms constitutes an acceptance? whether the terms constitute material alteration? whether the terms constitute material alteration? Material alteration: price, payment, quality and quantity of the goods, place and time of delivery, extent of one party’s liability to the other or the settlement of disputes Material alteration: price, payment, quality and quantity of the goods, place and time of delivery, extent of one party’s liability to the other or the settlement of disputes

16. Case analysis: A computer printer distributor in Argentina receives an offer by mail from Epson, a U.S. company, in reply to an inquiry. The offer arrives in Argentina on June 2. On June 12, the Argentinean company sends its acceptance by mail. On June 8, Epson sends a revocation of its offer that was received on June 13 in Argentina. The acceptance from Argentina arrives in the United States on June 17. Did a valid contract arise? When was the offer valid? When was the acceptance valid? When was the revocation valid? Decide the case under the common law and under the CISG. A computer printer distributor in Argentina receives an offer by mail from Epson, a U.S. company, in reply to an inquiry. The offer arrives in Argentina on June 2. On June 12, the Argentinean company sends its acceptance by mail. On June 8, Epson sends a revocation of its offer that was received on June 13 in Argentina. The acceptance from Argentina arrives in the United States on June 17. Did a valid contract arise? When was the offer valid? When was the acceptance valid? When was the revocation valid? Decide the case under the common law and under the CISG.

17. Case analysis: offereeofferor Argentinean distributor The U.S. Epson com. June 2 receive an offer June 8 send a revocation of its offer June 12 mail the acceptance June 13 receive the revocation June 17 Acceptance arrives

18. Legal principles: 1. An offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. 2. The offeree’s dispatch of acceptance cuts off the offeror’s right to revoke the offer.