Description

This section is from the book "American Commercial Law Series ", by Alfred W. Bays. Also
available from Amazon: American commercial law series.

Chapter 3. Offer And Acceptance. 1. What

Constitutes. A. Necessity Of Offer And
Acceptance
Sec. 17. No Contract Without Offer And Acceptance
In every contract, there must be an offer and an acceptance thereof.

Offer and acceptance are essential to contract. That is, there must be, as the courts say, a meeting
of the minds. It is true that in some instances we may hold parties to a contract although their
minds have not absolutely met on every point, as where one party has not read his contract. And
some educators have criticized the statement that there must be a "meeting of minds." But the
criticism does not seem sound from a practical standpoint. It is true, as a general proposition, that
in every contract there must be an offer, complete enough to result in obligation, either by its
express terms or by its implications, and an acceptance of that offer consisting in an agreement
with it on every term. If, in any particular case, we hold a person to a term to which he claims he
has not in reality assented, as for instance, that he was ignorant of a custom which we must
charge him with as entering into the contract, or because he has not read the contract, we do so
upon the theory that he must be charged with the knowledge of those terms, Whether in fact he
knew them or not. This may be a fiction, but it is a fiction necessary to any reasonable and
workable rule. In the same way we are not concerned with a person's secret thoughts, where he
claims they were different from what the party with whom he was contracting was entitled to
believe them from the words used or acts done by him.

With these explanations we may say that the rule is that in every contract, one party must make a
definite offer, intended as such when judged by usual standards of interpretation, complete and
definite enough to be enforceable against him if accepted, and the party to whom the offer is
made must accept the offer as made, that is, without qualifications, (if he does qualify it, he
thereby makes a counter offer which the original offeror may accept).

The party who makes an offer is called an "Offeror," the party to whom it is made is called the
"Offeree." An offeree may be, (and usually is), a definite person or persons, or may be any
person or persons in a class, as an offer to anyone who will secure a certain number of
subscriptions to a newspaper.
B. What Constitutes Offer.

Sec. 18. No Offer And Acceptance Because No

Communication To Offeree
There is no contract where the offer is not communicated to the offeree.

Cases occur in which an offer is made, and then the person who would have accepted the offer
does the very thing that the offer calls for yet without knowledge of the offer; there is no
contract.

Example 12. A offers a public reward to any one who will furnish information as to the
whereabouts of an accused person. B, ignorant of the reward, furnishes him such information. He
is not entitled to the reward, as he did not act in response thereto, what he did he would have
done had there been no reward.21

Sec. 19. No Offer Because Offer Not Uttered

Though an offer is framed, offeree cannot accept it if it lacks utterance or delivery to him.

Clearly an offer is not legally made, even if put in final form, unless it is uttered to or delivered
to offeree. We all know of cases in which letters are written, and even signed, but not sent. The
final act of delivery is essential to the offer, otherwise it is not an offer.

Example 13. A writes a letter to the janitor of the building, explaining that he has lost a ring
about the premises and offering a certain reward to the janitor if he will find the ring. He signs
this letter and leaves it on his desk intending to think it over before he delivers it in the morning.
The janitor sees it on the desk and reads it. Whether this is an offer would depend on whether the
letter were left in such a way that the janitor would be entitled to suppose it was meant to be read
by him.

Example 14. A tells B he will give C $200.00 for his horse Dick. B tells this to C. Here is no
offer unless A intended B to tell C, or unless B were C's agent for that purpose.

Example 15. The Board of Directors of the X Corporation vote to offer a reward for certain
information.

21. Broadnax v. Ledbetter, 100 Tex. 375.

The X Corporation does not, however, offer the reward. A learns of the vote and furnishes the
information. There is no contract, for the offer lacked delivery.22

Sec. 20. Preliminary Announcements Intended To Secure

Offers Distinguished From Offers
Announcements made in a preliminary way, in the nature of advertisements meant to attract
trade are not offers and cannot be accepted. Responses to them are the offers which the original
announcer can accept or reject as he chooses.

Cases frequently arise in which a person claims that a contract is complete because he has
ordered goods or taken some action in response to a proposition which the proposer claims was
not intended as an offer, but as a mere advertisement or preliminary proposition intended to
invite offers. Whether such a proposition is an offer or not, depends of course on the construction
that the alleged acceptor would be entitled to place on it, according to reasonable rules of
interpretation.

Example 16. The Johnson Company, a manufacturer of firearms, selling only to jobbers, sent out
a circular letter to its prospective customers, setting forth the terms upon which revolvers would
be sold to the jobbing trade. Ward, having received the letter, sent in an order for revolvers. This
is not a contract without acceptance by The Johnson Company, as the circular letter was not an
offer.23

It is very clear that circular letters are not intended as offers, even if they contain the phrase, "We
offer," and even if there is no reservation of right to reject. It is wise business policy to include in
any such letter a statement that the right to reject orders is reserved, for that may save a lawsuit,
but such letters are clearly not offers.

22. See Sears v. Kings Co. El. Co., a L. R. A. (Mass.), 117.

23. Montgomery Ward & Co. v. Johnson, 209 Mass. 89.

If the letter is by one person to another, it may still have the nature of a circular letter, even
though of a definite nature, if, by its terminology it suggests that it is such a letter as may have
been sent generally to other customers, whether in fact it has been or not. Thus, a statement by a
merchant that he has on hand a quantity of material which he is offering at certain prices and on
certain terms is not an offer.

Example 17. Harsh wrote Nebraska Seed Company, "I have about 1800 bushels of millet seed, of
which I am mailing you a sample. This millet is recleaned and was grown on sod and is good
seed. I want $2.25 per cwt. for this seed, f. o. b. Lowell." Held, not an offer and an attempted
acceptance would not complete a contract. The court said, "The language used is general and
such as may be used in an advertisement or circular addressed generally to those engaged in the
seed business, and is not an offer by which he may be bound, if accepted, by any and all persons
addressed." 24

It is very clear, however, that there may be cases of this sort where it is very hard to draw the
line. It took a Supreme Court decision to convince the loser in the above example, and the
winner would have saved his trouble if he had put a reservation in the letter. But, of course, if
one really intends an offer, he would not care to put in such reservation.

24. Harsh v. Nebraska Seed Co., L. R. A. 1915 F. 824 (Nebr.).

On the other hand, if one party makes a definite proposition to another in terms the reasonable
construction of which indicates an offer, an acceptance thereof completes the contract and the
offeror is bound.

Advertisements in public newspapers or by public announcement of any sort may or may not be
offers according to how the same are worded. Thus advertisements of rewards are clearly offers
to those who will do what is called for, but advertisements of goods for sale or of sales to be held
are not offers.

Catalogues are generally not offers, as catalogues sent out by mail order houses and the like.
They are in the nature of circular letters. But catalogues may contain offers. So in fact may
circular letters, if that is the reasonable construction of them, as where they offer a reward.25

Sec. 21. Offer Indefinite

If the proposition is too indefinite to be enforceable, if accepted it is clearly not an offer, even
though intended as such.

A proposition, although intended as such, may be either too indefinite or too incomplete to
constitute an offer. An offer must be definite enough so that a contract may be made out of it by
the mere reply, "I accept." In other words it must be definite enough and complete enough to be
enforceable.

Example 18. A offers B 100 acres of land, if B will work for him until B's marriage. B accepts
and performs. A's promise is unenforceable because "100 acres of land" is too indefinite. It may
mean fertile or barren land, improved or unimproved land, valuable or poor land.26

25. Bank v. Griffin, 66 111. Ap. 577.

26. Sherman v. Kitsmiller, 17 S. & R. (Pa.) 45.

Example 19. A promise by an oil dealer to sell oil on favorable terms so that the buyer could
compete successfully with other parties selling in the same territory is too indefinite to constitute
an offer.27

Sec. 22. Proposition Incomplete

If the propo sition, although definite enough to be an offer, so far as stated, is incomplete in its
terms, it is not an offer; but where by fair interpretation the terms alleged to be lacking were
meant to be implied, the offer may thereby be rendered complete.

The alleged offer must be of sufficient completeness to constitute a valid offer. This is of course
very closely connected with the subject matter of the last section, but here we refer to those cases
in which the offer as far as it goes is definite enough, but it omits details that are essential to
make it complete, as an offer to sell a certain farm, no price being stated. Clearly there is no offer
here that an acceptance can turn into a contract.

But another consideration presents itself in these cases. It is a .very common occurrence to have
terms' included in an offer by implication, provided, the implication is a reasonable one to make
under the circumstances. In the case supposed above of the sale of the farm no terms as to price
could be implied, but if one orders goods stating no price and they have a market value, it is to be
assumed that he intends to pay the prevailing prices. By reasonable construction, the price is a
part of his offer.

Contracts which may be reduced to certainty by reference to events stipulated in the contract are
good, as sales for future market prices.

27. Marble v. Standard Oil Co., 169 Mass. 553.

WIKIPEDIA

Offer
Treitel defines an offer as "an expression of willingness to contract on certain terms, made with
the intention that it shall become binding as soon as it is accepted by the person to whom it is
addressed", the "offeree".[1] An offer is a statement of the terms on which the offeror is willing to
be bound.

The "expression" referred to in the definition may take different forms, such as a letter,
newspaper, fax, email and even conduct, as long as it communicates the basis on which the
offeror is prepared to contract.

Whether two parties have an agreement or a valid offer is an issue which is determined by the
court using the Objective test (Smith v. Hughes). Therefore the "intention" referred to in the
definition is objectively judged by the courts. In the English case of Smith v. Hughes [2] the court
emphasised that the important thing is not a party's real intentions but how a reasonable person
would view the situation. This is due mainly to common sense as each party would not wish to
breach his side of the contract if it would make him or her culpable to damages, it would
especially be contrary to the principle of certainty and clarity in commercial contract and the
topic of mistake and how it affects the contract. As a minimum requirement the conditions for an
offer should include at least the following 4 conditions: Delivery date, price, terms of payment
that includes the date of payment and detail description of the item on offer including a fair
description of the condition or type of service. Without one of the minimum requirements of
condition an offer of sale is not seen as a legal offer but rather seen as an advertisement.
Acceptance
From Wikipedia, the free encyclopedia

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For other uses, see Acceptance (disambiguation).

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Acceptance is when a person agrees to experience a situation, to follow a process or condition

(often a negative or uncomfortable situation) without attempting to change it, protest, or exit.

Acceptance as a concept appears in Eastern religious concepts such as Buddhist mindfulness, and
in human psychology. Religions and psychological treatments often suggest the path of
acceptance when a situation is both disliked and unchangeable, or when change may be possible
only at great cost or risk. Acceptance may imply only a lack of outward, behavioral attempts at
possible change, but the word is also used more specifically for a felt or hypothesized cognitive
or emotional state.

Contents
[hide]

 1 Definition
 2 Types
o 2.1 Self acceptance
o 2.2 Social acceptance
o 2.3 Grief acceptance
o 2.4 Conditional or qualified
o 2.5 Expressed
o 2.6 Implied
 3 Beliefs
 4 References
 5 External links
[edit] Definition
The term acceptance is defined as a noun, in which it shows to have three different meanings.
[citation needed]

The first is known as the act of taking or receiving something offered. For example, if someone
is giving you a gift and you receive it, then that person has accepted the gift; therefore, having
acceptance.

Another definition of acceptance has to deal with positive welcome; favor and endorsement. In
which, a person could like someone and, have acceptance for them due to their approval of that
person.

The third description of acceptance is that it can be act of believing or assenting. For instance,
Christians believe (accept) that Jesus Christ is their Lord and Savior.

Acceptance – “An express act or implication by conduct that manifests assent to the terms of an
offer in a manner invited or required by the offer so that a binding contract is formed. The
exercise of power conferred by an offer by performance of some act. The act of a person to
whom something is offered of tendered by another, whereby the offered demonstrates through an
act invited by the offer an intention of retaining the subject of the offer.” (Chirelstein, 2001)

This definition overlaps with the definition of the quality tolerance. Acceptance and tolerance are
not synonyms.

E. Tolle (Power of Now, etc) defines acceptance as a "this is it" response to anything occurring
in any moment of life. There, strength, peace and serenity are available when one stops
struggling to resist, or hang on tightly to what is so in any given moment. What do I have right
now? Now what I am I experiencing? The point is, can one be sad when one is sad, afraid when
afraid, silly when silly, happy when happy, judgmental when judgmental, overthinking when
overthinking, serene when serene, etc.

[edit] Types
Tutti Acceptance typically contains the concept of approval, it is important to note that in the
psychospiritual use of the term infers non-judgmental Acceptance is contrasted with resistance,
but that term has strong political and psychoanalytic connotations not applicable in many
contexts. By groups and by individuals, acceptance can be of various events and conditions in
the world; individuals may also accept elements of their own thoughts, feelings, and personal
histories. For example, psychotherapeutic treatment of a person with depression or anxiety could
involve fostering acceptance either for whatever personal circumstances may give rise to those
feelings or for the feelings themselves. (Psychotherapy could also involve lessening an
individual's acceptance of various situations.)
Notions of acceptance are prominent in many faiths and meditation practices. For example,
Buddhism's first noble truth, "All life is suffering", invites people to accept that suffering is a
natural part of life. The term "Kabbalah" means literally acceptance. Minority groups in society
often describe their goal as "acceptance", wherein the majority will not challenge the minority's
full participation in society. A majority may be said (at best) to "tolerate" minorities when it
confines their participation to certain aspects of society. Acceptance is the fifth stage of the
Kübler-Ross model (commonly known as the "stages of dying").

The Big Book of Alcoholics Anonymous describles the importance of acceptance in the treatment
of alcoholism. It states that acceptance can be used to resolve situations where a person feels
disturbed by a "person, place, thing or situation -- some fact of my life -- [which is] unacceptable
to me". It claims that an alcoholic person cannot find serenity until that person accepts that
"nothing happens in God's world by mistake" and that the condition of alcoholism must be
accepted as a given.[1]

Acceptance (12 Step definition).. To believe as fact...

[edit] Self acceptance

Self acceptance is being loving and happy with who you are now. It’s an agreement with yourself
to appreciate, validate, accept and support who you are at this moment.

For example, think of acceptance of yourself like being okay with your house right now. One day
you might want a bigger house or you have this dream house in your mind, but there are
advantages to your smaller home now. So you can be happy with the house you have now and
still dream of your bigger house as a reality later.

Self acceptance leads to a new life with new possibilities that did not exist before because you
were caught up in the struggle against reality. People have trouble accepting themselves because
of a lack of motivation. Some have this misconception that if you are happy with yourself you
won’t change things about yourself. This isn’t true, you don’t have to be unhappy with yourself
to know and actively change things you don’t like. Acceptance could be called the first step in
change.

[edit] Social acceptance

Social acceptance affects children, teenagers and adults. It also can affect people of all ages with
mental disabilities because social acceptance determines many decisions people make in life.

Among children and teenagers, they do a lot of things to try to be accepted among friends, also
known as peer pressure. Peer pressure determines sometimes how they do their hair and decides
what clothes they wear. It also determines what they are willing to do to as far as smoking,
drinking, swearing and much more, to be accepted by those whose friendship they value.

Adults do some of the same things out of the desire for the acceptance and approval of their
friends. To be one of the gang, they do some of the same things like drinking, swearing or taking
drugs just to fit in. They base fashion on the latest tips from magazines and fashion experts.[citation
needed]

Social acceptance could be defined as the fact that most people, in order to fit in with others,
look and act like them. Or sometimes it is a term that refers to the ability to accept, or to tolerate
differences and diversity in other people or groups of people.

When it comes to mental disabilities, social acceptance plays a big role in recovery. Social
acceptance is important because many people don't understand mental illness so they don't know
how to embrace their friends or other people who have a disease, leaving these people with
feelings of not being accepted in groups of friends.

[edit] Grief acceptance

There is a difference between acceptance and resignation, you have to accept loss, not try to bear
it alone. Realization has a lot to do with acceptance when it comes to grief.

Accepting whatever the loss is, does not mean you are forgetting the loss or that you won't ever
feel sad again, but it’s a turning point that means better things are to come. Acceptance is about
understanding what has happened and that it cannot be changed.

It’s hard to define the stages of acceptance when dealing with grief because you will ask yourself
questions or think that things should be—more, different, or feel better. Just remember,
acceptances comes in phases just like everything else.

[edit] Conditional or qualified

A type of acceptance that requires modification(s) of the conditions before the final acceptance is
made. For example, a contract that needs to be accepted from two parties may be adjusted or
modified so that it fits both parties’ satisfactions. A person has been made an offer that they are
willing to agree as long as some changes are made in its terms or that some conditions or event
occurs. A business contract that is made from the business to the employer, both parties may
change and modify the contract until both parties agree or accept the details in the business
contract.

[edit] Expressed

A type of acceptance that involves making an overt and unambiguous acceptance of the set
conditions. For example, a person clearly and explicitly agrees to an offer. They accept the terms
without any changes. A person agrees to pay a draft that is presented for payment.

[edit] Implied

A type of acceptance that is not clearly expressed, but an intent to consent to the presented
conditions is made. For example, acceptance is implied by demonstrating any act indicates a
person's assent to the proposed bargain. A lady selects an item in a department store and pays the
cashier for it. The lady has indicated that she has agreed to the department stores owner's offer to
sell the item for the price stated on the price tag.

[edit] Beliefs
Within Catholic beliefs acceptance is characterized as satisfaction and the transfer of one
property. In the midst of all the particular understood beliefs and practices of the Catholic
Church, acceptance is key to being a committed and devoted catholic. Some examples of the
beliefs include: Natural family planning, going to confession to repent for sins, and go to church
every Sunday to keep the Sabbath day holy. In the Muslim community, acceptance of Allah as
their higher being is similar to people that are considered Christian and how they accept God as
their higher being (Bates, 2002) .

As for Judaism it has showed to have some similar beliefs in that they accept the Ten
Commandments as a way to live and have a good and fulfilling life (Mcdowell and Stewart,
1983). Beliefs can be used in different ways to be related to acceptance especially in everyday
life although beliefs may be more based on religion.

Beliefs and acceptance overlap, however, they can be very diverse. The acceptance of ones
beliefs is important to show commitment and structure of ones life. Not only is it vital for
survival it is a utility that is used in everyday relationships. For a single person to be accepted
from a friend of theirs has shown to have an impact on an individual’s self esteem and well
being. In fact, without the acceptance could lead to psychological issues.