Acceptance
An acceptance agrees to all of the terms of an offer. It is not conditional — that would be a counteroffer. There are no formalities to the acceptance of an offer, unless required by the offeror. An offer can be accepted by taking any action that manifests an intent to accept. This includes saying “We have a deal” or by shaking hands, or passing over money or goods. However, the offer may explicitly state that it can only be accepted in certain ways. If the offer restricts the manner of acceptance, the offeree must follow that restriction. Usually an acceptance must be communicated to the offeror. But as with everything else in law, there are exceptions. Normally when a company sends you an offer in the mail your silence equals a rejection, but if you are part of a subscription type service, silence is deemed an acceptance. We discussed that under the mailbox rule, acceptance is valid when placed in the mail for offers. There is also an exception to the mailbox rule for acceptance. If the acceptance must include the payment of money or if the offer requires the acceptance to be received to be valid, then the acceptance will not be valid until the offeror actually receives it. I also want to discuss auctions here, as they have some special rules. An offer at an auction is not placed by the auctioneer; it is placed by the person placing the bid. The auctioneer is the one accepting the offer. The offer is good until the auctioneer bangs the gavel; however, it may be withdrawn at any time before the auctioneer closes the bidding. An auction may be with or without reserve. Reserve means the auctioneer reserves the right to withdraw an article if the bids are too low. If the sale is without reserve, the auctioneer must sell, regardless of how low the bid is. Once the gavel has fallen on a successful bid, there is a binding contract and the bidder must buy the item. The terms of a contract must be definite for there to be an acceptance. If the primary terms are uncertain, there is no contract. There are times when the terms are not specified but can be determined from things other than the language of the contract. The contract may incorporate the terms of another document. Second, you can imply terms in some circumstances. This applies primarily when there is a standard practice in an industry or trade. You can also look at prior dealings between the parties. If portions of the contract are deemed too vague, it doesn’t necessarily invalidate the entire contract. If the vague terms are unimportant, the remaining portions of the contract may still be valid. Finally, a contract may have a vague term which is valid. As an example, a landlord may lease a rental space “when it becomes available”. While this is a vague term, it is a definite one. Once the space becomes available, the landlord must rent it to the tenant. Because the term is definite, it is valid, even though vague. Al Kelley is a Florida business law attorney located in Key West and previously taught business law, personnel law and labor law at St. Leo University. He is so the author of “Basics of Business Law” (Absolutely Amazing e-Books). This article is being offered as a public service and is not intended to provide specific legal advice. If you have any questions about legal issues, you should confer with a licensed Florida attorney.
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