Offer and Acceptance at Common Law: every key term you need (+ practice quiz)
25 flashcard terms for Contracts Topic 1, written to match the course framework. Study them here, then drill them as interactive flashcards, or test yourself with the 15-question quiz — free, no account needed.
A promise or set of promises that the law will enforce because it was exchanged as part of a bargain, supported by consideration and formed by mutual assent between the parties.
Mutual assent
The requirement that both parties objectively manifest agreement to the same bargain on the same terms, traditionally analysed through the sequence of offer followed by acceptance.
Objective theory of assent
Assent is measured by what a reasonable person in the other party's position would understand from words and conduct, not by a party's secret or uncommunicated intention.
Offer
A manifestation of willingness to enter a bargain, made so that the person addressed reasonably understands that assent is invited and will conclude the deal without further approval from the offeror.
Power of acceptance
The legal ability an offer creates in the offeree to close the contract by assenting; it can lapse or be ended by rejection, revocation, or the offeror's death or incapacity.
Lucy v. Zehmer
A deed to a farm scrawled on a restaurant check was enforced because the seller's outward conduct signalled a serious bargain, illustrating that undisclosed jest does not defeat objective assent.
Advertisement as invitation
A general advertisement or price quotation is usually treated as a solicitation of offers rather than an offer, unless it is clear, definite and leaves nothing open for negotiation.
Lefkowitz v. Great Minneapolis Surplus Store
A newspaper notice offering a stated fur to the first customer at one dollar was an offer because it was clear and definite and left nothing to negotiate.
Carlill v. Carbolic Smoke Ball Co.
An advertisement promising a reward to anyone who used a remedy and still caught influenza was a unilateral offer to the world, accepted by performance without prior notice.
Definiteness requirement
Terms must be reasonably certain so a court can identify a breach and craft a remedy; open price or delivery terms may still be filled by gap fillers if the parties intended to contract.
Preliminary negotiation
Communication in which the speaker does not yet invite closing assent; solicitations, quotations, and letters of intent that expressly reserve final approval fall on this side of the line.
Revocation of an offer
An offeror may withdraw the offer any time before acceptance by communicating the withdrawal to the offeree, unless the power of acceptance has been made irrevocable.
Indirect revocation
An offer terminates when the offeree learns from a reliable source of conduct by the offeror that is inconsistent with continuing the offer, such as selling the subject matter to another buyer.
Dickinson v. Dodds
An offer to sell land lapsed when the offeree learned from a third party that the property had been sold to someone else, establishing the indirect revocation rule.
Rejection and counteroffer
A rejection terminates the power of acceptance, and a reply that changes or adds terms operates as a counteroffer and rejection at common law rather than an acceptance.
Mirror image rule
At common law an acceptance must correspond exactly to the offer; any variance turns the reply into a counteroffer and no contract forms on the original terms.
Lapse of an offer
An offer expires at the time it states or, absent a stated time, after a reasonable period judged by the subject matter, market volatility, and the medium the parties used.
Mailbox rule
An acceptance sent by an authorised means takes effect when dispatched, while revocations, rejections and counteroffers take effect only on receipt, allocating transit risk to the offeror.
Bilateral contract
A bargain in which each side gives a promise, so the offeree accepts by making the return promise and both parties are bound before performance begins.
Unilateral contract
A bargain in which the offeror seeks performance rather than a promise, so acceptance occurs only through completed performance and no return promise is required.
Option contract by part performance
When an offer invites acceptance by performance, beginning the invited performance makes the offer irrevocable for a reasonable time, though mere preparation to perform does not.
Acceptance by silence
Silence normally is not acceptance, but it binds an offeree who takes offered benefits with a chance to reject, or where prior dealings make silence a reasonable signal of assent.
Master of the offer
The offeror may prescribe the manner, medium and timing of acceptance, and an acceptance that ignores a clearly required exclusive method is ineffective.
Option contract
A promise to hold an offer open that is itself supported by consideration or made irrevocable by statute; it strips the offeror of the ordinary power to revoke during the stated period.
Notice of acceptance by performance
An offeree who accepts by performing must use reasonable diligence to notify the offeror, or the offeror's duty may be discharged unless the offeror learns of performance or waived notice.