Offer and Acceptance
The two foundational elements that, together with consideration, create a legally binding contract: a clear proposal by one party and an unconditional agreement by another.
What Are Offer and Acceptance?
Offer and acceptance form the meeting of the minds (mutual assent) required to create an enforceable contract. An offer is a definite promise to be bound on specific terms, and acceptance is the offeree's unqualified agreement to those terms. Without both, no contract exists, regardless of the parties' general intent to do business together.
What Counts as a Valid Offer
- The offer must communicate willingness to enter a contract with definite terms - It must identify the parties, subject matter, price, and quantity - Advertisements, price quotes, and invitations to negotiate generally are not offers - The offer remains open until accepted, rejected, revoked, or it expires
The Mirror Image Rule
Under common law, acceptance must match the offer exactly — any change creates a counteroffer, not an acceptance. The Uniform Commercial Code (UCC) relaxes this rule for sales of goods under § 2-207, allowing acceptance with additional terms in some merchant contexts. Silence rarely constitutes acceptance unless prior dealings or contract terms establish such a duty. Acceptance generally becomes effective when sent (the mailbox rule), not when received.