Contract Acceptance

28 Jan 2013


Contract Acceptance is the agreement of the offeree to the proposal (the offer) of the offeror.

It may be either oral or written and must conform to all the terms of the offer (“mirror image” rule) (U.C.C. 2-207).

Acceptance provides an exception for nonmaterial terms in contracts between merchants.

Any reply to an offer that adds qualifications or conditions or changes the terms of the offer is not an acceptance but is a rejection and a counteroffer. Silence rarely constitutes acceptance.

Acceptance is effective on dispatch by a reasonable means of communication—usually the same method used by the offeror—i.e., it is effective as soon as it is put out of the offeree's possession.

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