Acceptance An acceptance does not change the terms of the offer and is given in the manner stated in the offer, in the same manner as the offer, or any reasonable way. Issues in offer Acceptance or counter-offer? Mirror Image Rule-Restatement § 61- if the acceptance is made to depend on new terms it is a counter offer and will kill the original offer, if it is merely a request it will not be a counteroffer it will be an acceptance. UCC § 2-207(1) negates the mirror image rule if there is not a material change. UCC § 2-207(2) additional terms are treated as proposals for additions to the contract (unless vendors) If one or both of the parties relied on terms not in the contract then it becomes part of the contract When is the acceptance valid? MAILBOX RULE-Under Restatement § 63 an offer is valid when it leaves the offeree’s possession (i.e. dropped in the mail). At that point, there can NO MORE revocation from either party! This rule can be avoided by putting in the offer when the acceptance will be valid. Accept by performance or promise? A unilateral contract is one that can be accepted by performance a bilateral contract must be accept with a promise. When an offer invited acceptance by performance no notification of acceptance is required unless stated in the offer When the offeree begins performance, the Offeror is bound conditionally until performance is complete. If in doubt, it is up to the offeree to determine the mode of acceptance Notice required on unilateral contract? (1) Notice is not required unless requested by the offer. (Carlill v. carbolic smoke) (2) If the oferee has reason to know that the offeror has no adequate means of learning of performance then they must notify in a timely matter Acceptance by silence Traditionally you cannot accept by silence unless you have done so in the past. (Hobbs v. Massasoit Whip) E-commerce For a click thru terms in order for it to be a valid acceptance, you must HAVE TO SEE AND CLICK to accept. THE ACCEPTANCE CREATES A CONTRACT AND REMOVES THE POWER OF REVOCATION.
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