Elements of Acceptance in Contract Law
The elements of acceptance in contract law are those elements that make up the valid acceptance of a contract's terms.3 min read
The elements of acceptance in contract law are those elements that make up the valid acceptance of a contract's terms. In this context, acceptance means an absolute and unconditional agreement to all terms. It is the willingness of one party to enter into a contract with another party according to the terms set out by the offering party.
This acceptance can be in either oral or written form. If there is a written contract, your signature is normally sufficient to signify your acceptance of all the terms contained in the contract.
What Constitutes a Valid Acceptance?
- You need to agree to all the terms of the contract. Your agreement must be without any condition and without requiring any changes. This is called the mirror-image rule, where your acceptance mirrors the terms of the offer. If you do not agree to the terms as originally stated, your acceptance no longer mirrors the offer. Instead, you are making a counteroffer. That counteroffer becomes the new offer on the table; the original offer is discarded.
- As the recipient of the offer, only you can accept that offer. If someone else accepts instead of you, that acceptance is invalid.
- You cannot unknowingly accept an offer. For your acceptance to be valid, you have to know of the offer first and consciously accept it.
- If you express your acceptance explicitly through either spoken or written word, this is an express acceptance. Your acceptance can also be implicit.
- If you remain silent, the person offering cannot take your silence as acceptance. Nor can you assume acceptance if you remain silent. The person offering may not include a contractual condition that allows your silence to be equivalent to acceptance.
- You must be serious about accepting the offer. If you accept without really intending to enter into the contract and comply with its terms, you invalidate your acceptance.
- You have to communicate your acceptance directly to the person offering, and they must receive it. If you fail to communicate your acceptance to the person offering, there will be no legal relationship between you.
- The person offering must receive your acceptance in an agreed-upon manner. Otherwise, the person offering can reject your acceptance.
- Unless you have agreed to a particular mode of acceptance, you must communicate your acceptance in a reasonable and usual manner (e.g., by mail).
- You must accept the offer within the prescribed time frame. If the person offering did not set a time limit, you should respond within a reasonable amount of time. Your contract acceptance is only valid when given before the offer expires or is withdrawn.
Terminating an Offer
Missing an acceptance deadline is not the only thing that can terminate an offer.
If you give anything other than full agreement to all terms, you are in essence rejecting the original offer. Your conditional agreement is considered a counteroffer that replaces the original offer.
The person offering can revoke their offer. If this happens, you are no longer able to accept it. Once you receive notification of the person's intent to withdraw their offer, the offer has been revoked. Your acceptance of an offer, however, is effective as soon as you send it. This is where timing can play an important role in whether or not your agreement is valid.
If the person offering decides to revoke their offer prior to receiving your acceptance, but after you sent it, your acceptance is valid. The fact you sent your acceptance before you received the person's revocation makes that revocation ineffective. This is called the mailbox rule.
A revocation can be expressly stated, or it can be implied. For example, if someone offers to sell you something but prior to your acceptance of the terms of sale that person sells the item to someone else, the offer is automatically revoked. The seller did not have to notify you of any intent to revoke or withdraw the offer.
Also note that:
- If you reject an offer, you forfeit any opportunity to accept it later.
- If either you or the person offering dies or becomes incapacitated, the offer is automatically terminated.
If you need help with elements of acceptance in contract law, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.