Stipulated Means of Communication
As we discussed earlier, an offer may stipulate the means of communication that the
offeree must use to accept by saying, in effect: “You must accept by mail.” An
acceptance by the stipulated means of communication is effective on dispatch, just like an
acceptance by any other reasonable or authorized means of communication. The
difference is that an acceptance buy other than the stipulated means does not create a
contract because it is an acceptance at variance with the terms of the offer.
Special Acceptance Problem Areas
Acceptance in Unilateral Contracts
A unilateral contract involves the exchange of a promise for an act. To accept an offer to
enter such a contract, the offeree must perform the requested act. As you learned in the
last chapter, however, courts applying modern contract rules may prevent an offeror from
revoking such an offer once the offeree has begun performance. This is achieved by
holding either that a bilateral contract is created by the beginning of performance or that
the offeror’s power to revoke is suspended for the period of time reasonably necessary for
the offeree to complete performance.
Acceptance in Bilateral Contracts
A bilateral contract involves the exchange of a promise for a promise. As a general rule,
to accept an offer to enter such a contract, an offeree must make the promise requested by
the offer. This may be done in a variety of ways. For example, Wallace sends Stevens a
detailed offer for the purchase of Steven’s business. Within the time period prescribed by
the offer, Steven sends Wallace a letter that says, “I accept your offer.” Stevens has
expressly accepted Wallace’s offer, creating a contract on the terms of the offer.
Acceptance, however, can be implied as well as expressed. Offerees who take action that
objectively indicates agreement risk the formation of a contract. For example, offerees
who act in a manner that is inconsistent with an offeror’s ownership of offered property
are commonly held to have accepted the offeror’s terms. So, if Arnold, a farmer, leaves
10 bushels of corn with Porter, the owner of a grocery store, saying, “Look this corn over.
If you want it, it’s $5 a bushel,” and Porter sells the corn, he has impliedly accepted
Arnold’s offer. But what if Porter just let the corn sit and, when Arnold returned a week
later, Porter told Arnold that he did not want it? Could Porter’s failure to act ever amount
to an acceptance?
Silence as Acceptance
Since contract law generally requires some objective indication that an offeree intends to
contract, the general rule is that an offeree’s silence, without more, is not an acceptance.
In addition, it is generally held that an offeror cannot impose on the offeree a duty to
respond to the offer. So, even if Arnold made an offer to sell corn to Porter and said, “If I
don’t hear from you in three days, I’ll assume you’re buying the corn,” Porter’s silence
would still not amount to acceptance.
On the other hand, the circumstance of a case sometimes impose a duty on the offeree to
reject the offer affirmatively or be bound by its items. These are cases in which the
offeree’s silence objectively indicates an intent to accept. Customary trade practice or
prior dealings between the parties may indicate that silence signals acceptance. So, if