Counter-Offer Offeree makes new offer to offeror relating to the same matter as original offer, and proposes a substitute bargain differing from the original Terminates power of acceptance for original offer, unless contrary intention was manifested Imposing any additional conditions on offer or proposing to limit it constitutes counter-offer, regardless of intention to accept (acceptance must be expressed unconditionally) (Ardente asked for furniture/fixtures = c/o) v. Horan – invites acceptance from original offeror Acceptance: Acceptance of an offer completes a K Acceptance = Manifestation of Intent to be Bound by Offer Accept by performance must tender partial performance – Accept by promise must complete every act essential to making of promise – Terminate Power of Acceptance by: Rejection or counter-offer by offeree Lapse of time (either fixed in K or reasonable under circumstances) (RST § 41) (Akers did not accept offer to resign) v JB Sedberry – Revocation by offeror Death/incapacity by either offeror or offeree Non-occurrence of condition of acceptance under offer Acceptance through Silence: RST § 69 General rule is that silence is NOT acceptance. Exceptions: When offeree of offer w/ reasonable opportunity to reject and reason takes benefit to know they were offered w/ expectation of compensation (Register.com saw terms after downloading every time) v. Verio – When offeror states or gives reason to understand that assent may be manifested by silence/inaction, and offeree in doing so intends to accept b/c of or otherwise, reasonable that offeree should notify previous dealings, offeror if he does not accept If offeree does any act inconsistent w/ offeror’s ownership, he is bound by offer Mailbox Rule: acceptance effective when dispatched; revocation effective when rcvd issues arise when mail is delayed protects offeree against revocation once acceptance is dispatched places risk of lost communication on the offeror
Counter-Offer Offeree makes new offer to offeror relating to the same matter as original offer, and proposes a substitute bargain differing from the original Terminates power of acceptance for original offer, unless contrary intention was manifested Imposing any additional conditions on offer or proposing to limit it constitutes counter-offer, regardless of intention to accept (acceptance must be expressed unconditionally) (Ardente v. Horan – asked for furniture/fixtures = c/o) invites acceptance from original offeror Acceptance: Acceptance of an offer completes a K Acceptance = Manifestation of Intent to be Bound by Offer Accept by performance – must tender partial performance Accept by promise – must complete every act essential to making of promise Terminate Power of Acceptance by: Rejection or counter-offer by offeree Lapse of time (either fixed in K or reasonable under circumstances) (RST § 41) (Akers v JB Sedberry – did not accept offer to resign) Revocation by offeror Death/incapacity by either offeror or offeree Non-occurrence of condition of acceptance under offer Acceptance through Silence: RST § 69 General rule is that silence is NOT acceptance. Exceptions: When offeree takes benefit of offer w/ reasonable opportunity to reject and reason to know they were offered w/ expectation of compensation (Register.com v. Verio – saw terms after downloading every time) When offeror states or gives reason to understand that assent may be manifested by silence/inaction, and offeree in doing so intends to accept b/c of previous dealings, or otherwise, reasonable that offeree should notify offeror if he does not accept If offeree does any act inconsistent w/ offeror’s ownership, he is bound by offer Mailbox Rule: acceptance effective when dispatched; revocation effective when rcvd issues arise when mail is delayed protects offeree against revocation once acceptance is dispatched places risk of lost communication on the offeror
contractszamoraaugust2009.docx