P A R T
3
Contracts
Introduction to Contracts
The Agreement: Offer
The Agreement: Acceptance
Consideration
Reality of Consent
McGraw-Hill/Irwin Business Law, 13/e
© 2007 The McGraw-Hill Companies, Inc. All rights reserved.
P A R T
3
Contracts
Capacity to Contract
Illegality
Writing
Rights of Third Parties
Performance & Remedies
McGraw-Hill/Irwin Business Law, 13/e
© 2007 The McGraw-Hill Companies, Inc. All rights reserved.
C H A P T E R
9
The Agreement: Acceptance
“Make your bargain before beginning to plow.”
Arab proverb
Learning Objectives
 Basics
of Acceptance
 Intent
 Communication
 Special Problems
11 - 5
Requirements for Acceptance

Acceptance must be by clear expression by
offeree of intent to be bound by terms of
offer and communicated to offeror




11 - 6
Only offeree may accept offer
If offer calls for performance, then
performance is acceptance
Offeror may specify manner of acceptance
Silence may be acceptance
Mirror Image & Mailbox Rules

Traditional contract law rule required
acceptance to be a mirror image of the offer


UCC 2–207 allows contract formation even
when there is some variance between terms
of offer and terms of the acceptance
Mailbox rule makes acceptance effective upon
dispatch when the offeree used a manner of
communication expressly or impliedly
authorized (invited) by the offeror
11 - 7
Effect of Acceptance
OFFER
+ ACCEPTANCE
AGREEMENT
11 - 8
Test Your Knowledge

True=A, False = B
 Silence may never indicate acceptance
 Offeror may specify manner of acceptance
 Only material variances between an offer and

11 - 9
an alleged acceptance result in an implied
rejection of the offer
UCC 2–207 does not allow contract formation
if there is some variance between terms of
offer and terms of the acceptance
Test Your Knowledge

Multiple Choice

The effect of offer plus acceptance is:
(a)
 (b)
 (c)
 (d)

11 - 10
negligible
an agreement
the mirror image rule
none of the above
Thought Questions

Do you read shrink-wrap and browse-wrap
license agreements? Do you agree you
should be bound by “click” agreements if
purchasing through the internet?
11 - 11