Acceptance
The common law (the United States)
 CISG

The Common Law
 Definition
Acceptance is a voluntary act (either words or
conduct) by the offeree that shows assent
(agreement) to the terms of an offer. The
acceptance must be unequivocal and must be
communicated to the offeror.
How to make a valid acceptance?
True or False


A makes an offer to B. B is not interested,
but B’s friend, C, accepts the offer. Then a
contract is concluded.
(Who can accept?----I. the person to whom
the offer is made II. his agents)
Offeree says, “I accept the offer, but I wish I
could have gotten a better price.” So there is
no effective acceptance.
 The
offeree says, “I accept the offer,
but only if I can pay on ninety days’
credit. Then this is a valid acceptance.
 The offeree replies, “I accept; please
send written contract.” This should be
taken as an acceptance.
 The offeree replies, “I accept if you
send a written contract.” This should
be taken as an acceptance.
 It
is reasonable for the offeror to state,
“By your silence and inaction you will be
deemed to have accepted this offer.”
 Silence can never be an acceptance.
(Silence can be an acceptance (1) when
the parties have made such agreements or
(2) when the offeree has had prior
dealings with the offeror.)
CISG
 Definition
Article 18 A statement
made by or other conduct of the offeree
indicating assent to an offer is an
acceptance.
 Three basic elements to make a valid
acceptance
(1) offeree (2) through a statement or
other conduct (3) indication of assent to
the offer
When the acceptance becomes
effective?
 Under
the common law, the acceptance
becomes effective as soon as it is dispatched
by the offeree, and then a contract is formed.
----the mailbox rule
 Under the civil law, the acceptance becomes
effective when it reaches the offeror, and then
a contract is concluded.
----the rule of receipt of the letter of
acceptance
 As
to this point, CISG follows an
approach somewhat different from the
common law but similar to the civil law.
----Article 18
 CISG mainly adopts the approach of civil
law, but it does absorb some elements of
mailbox rule.
Article 16 / Article 18
CISG tries to compromise on two
legal systems.
(1) Art.18 An acceptance is effective when
it reaches the offeror
----receipt of acceptance
(2) One point which should be stressed is
that offeree’s dispatch of an acceptance
cuts off the offeror’s right to revoke the
offer
----dispatch of acceptance

Whether a late acceptance is effective?
There are two kinds of late acceptance.
1. The offeree makes an acceptance beyond the
time limit for acceptance.
That is, it is late when the offeree dispatches
the acceptance.
It is impossible for such acceptance to
become effective except that without delay
the offeror informs its effectiveness.
2.
The offeree dispatches the acceptance
within the time limit for acceptance
but the acceptance reaches the offeror
beyond the time limit.
That is, it is not late when the offeree
dispatches the acceptance, and if its
transmission had been normal, it would
have reached the offeror in due time.
Such late acceptance is generally
effective as an acceptance unless
without delay the offeror informs
the offeree that he considers his
offer as having lapsed.
---- Art.21
Whether an acceptance can be
withdrawn or revoked?
CISG tries to achieve a balance in
protecting the interests of two contracting
parties. On one hand, CISG protects the
interests of the offeror, who is entitled to
withdraw or revoke the offer; On the
other hand, CISG protects the interests of
the offeree, who is also entitled to
withdraw the acceptance.
 An
offer may be revoked if the
revocation reaches the offeree before
he has dispatched an acceptance.
The offeree’s dispatch of
acceptances cuts off the offeror’s right
to revoke the offer.
Whether a reply to an offer containing
additional or different terms constitutes
an acceptance?
whether the terms constitute material
alteration?
Material alteration: price, payment,
quality and quantity of the goods, place
and time of delivery, extent of one party’s
liability to the other or the settlement of
disputes
Case analysis:
A computer printer distributor in Argentina
receives an offer by mail from Epson, a U.S.
company, in reply to an inquiry. The offer
arrives in Argentina on June 2. On June 12, the
Argentinean company sends its acceptance by
mail. On June 8, Epson sends a revocation of its
offer that was received on June 13 in Argentina.
The acceptance from Argentina arrives in the
United States on June 17. Did a valid contract
arise? When was the offer valid? When was the
acceptance valid? When was the revocation
valid? Decide the case under the common law
and under the CISG.
Case analysis:
offeree
Argentinean distributor
June 2
offeror
The U.S. Epson com.
receive an offer
June 8 send a revocation
of its offer
June 12 mail the acceptance
June 13 receive the
revocation
June 17 Acceptance
arrives
Legal principles:
1. An offer may be revoked if the
revocation reaches the offeree before
he has dispatched an acceptance.
2. The offeree’s dispatch of acceptance
cuts off the offeror’s right to revoke
the offer.