1. Acceptance of a Contract Offer
2. Counteroffers and Conditional Acceptance

A contract offer is a promise to do (or, not do) something, in return for something else. For example, a betrothed couple may make an offer to a bakery to hire them to bake their wedding cake. In exchange, the bakery will bake the cake with the understanding that they couple will pay a certain fee.

Another example of a contract offer is in advertisements. For example, if a mattress seller posts an advertisement stating on a certain date, particular brands of mattresses will be sold at 25 percent off, then the seller is expected to honor the terms of that advertisement. If they do not, they can be accused of false advertising. This is why sellers offering deals on certain items add language, such as, “while supplies last” or “for a limited time only.”

Acceptance of a Contract Offer

Sometimes, dispute may arise as to whether or not a contract offer was actually accepted. For example, the baker of the wedding cake may insist that they couple was not clear on the date of their wedding, or may claim that the couple did not pay the requisite deposit. Examples of times in which a contract offer was not accepted may be:

  • If there was vague communication. For example, if the wedding cake baker responds to the couple with, “I can probably do it…let me check my schedule of upcoming weddings,” then there was not a clear intention that the baker will produce the cake.
  • There are added stipulations. For example, if the baker tells the couple that she can do it, but is going to charge them an additional fee, to which the bride and groom do not agree.
  • There is dishonesty in the offer. For example, if someone is selling a piece of art, claiming that they own it, outright, only to then have it determined that the artwork is actually on loan from another person or entity.
  • If certain timelines are not honored. For example, if the aforementioned betrothed couple asks the bakery to provide them with a definitive answer as to whether or not they can bake the cake by a certain date and the bakery does not follow-up by that specified date or time, then there is not a valid contract offer in place.

While we often think of written or verbal agreements as being the method by which someone would accept a contract offer, acceptance by actions can also apply. Examples of this can include:

  • If you purchase something online for a certain price, pay that amount and the seller ships it to you, then that is considered acceptance by action.
  • The baker of the wedding cake bakes the cake for a determined price and delivers it to the proper venue, then acceptance by actions would dictate that the bride and groom pay the baker any outstanding fees for the cake.

It is worth noting, however, that silence does not constitute acceptance. Again, if the baker does not respond to your offer regarding your wedding cake by a certain date, then it is far better to assume they are not going to be accepting your offer, than expect them to show up with your cake at your wedding.

Counteroffers and Conditional Acceptance

Negotiations are often a key component to contracts, as a contract is often not immediately accepted at first glance. Counteroffers or conditional acceptances are often part of the game, when it comes to entering into a contract with someone and are typically defined as one party responding to an offer with additional stipulations. Examples of such, include:

  • The baker considers the couple’s offer and responds with something like, “sure, I’d be happy to do it, but given how soon the wedding date is, I can only do it for an additional $500.”
  • The baker agrees to bake the cake for the offered price by the date needed, but additionally says something like, “unfortunately, though, I cannot deliver the cake to Long Island from New York City on that day, on such short notice, so you will need to be responsible for picking up the cake here and getting it to the wedding venue.”

Counteroffers or conditional acceptances are not legally considered to be contract offers, because the original terms of the offer are being rejected. Rather, new terms are being added.

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