Normally, for a contract to be concluded, the tenderer must make a positive manifestation of the supply on the supplier`s terms. As a general rule, the tenderer may not formulate its tender in such a way that the tenderer`s non-response can be interpreted as an acceptance. This is not really an acceptance, but a counter-offer: an acceptance that changes the terms of the offer is a counter-offer and terminates the offer. The Common Law establishes an implicit rule of law according to which acceptance must be identical to the offer: acceptance must be in conformity with the offer in all details or the offer is refused. However, if an acceptance requiring a modification or addition of the offer is not subject to the agreement of the supplier, the acceptance is valid. The broker at Friendly Real Estate offers you a house for 320,000 $US. You accept, but add in your hypothesis “the free land next door”. Their acceptance is a counter-offer that serves to terminate the initial offer. If instead you said, “This is a deal, but I`d prefer with the empty land next door,” there`s a contract because you`re not asking the broker to respond to your request. If you had said, “This is an agreement and I also want the free land next door,” you have a contract because the lot request is a separate offer, not a counter-offer that rejects the original proposal.
A conditional or qualified acceptance is an assumption that supplements or modifies the terms of the initial offer. This is essentially a counter-offer. Conditional or qualified acceptance generally terminates the bidder`s acceptance conditions. For example: the Court of Justice correctly received the applicant`s request on the value of the fur coats, as the value of these items was speculative and uncertain. The only proof of value was the advertisement itself, which said the coats were worth “$100.00,” which was much less speculative, especially given the price for which they were offered for sale. Referring to the offer made by the defendant on April 13, 1956 to sell the “1 Black Lapin Stole * * * for a value of 139.50 * * *”, the court decided that the value of this item was established and rendered a judgment in favor of the applicant for this amount less the declared purchase price of $1. For U.C.C. 2-205 to apply, there must be four elements. First of all, the offer must be made in writing and signed by the supplier.
Second, the offer must clearly indicate that it is irrevocable for a given period. Third, like all provisions of Article II of the U.C.C, the contract must apply to the sale of goods. Fourth, the supplier must be a merchant. For example, in the case of major cases involving extensive negotiations, the parties often sign a preliminary “tentative agreement” before establishing a detailed contract. These preliminary agreements may certainly be sufficient to establish contractual liability, although they do not have many of the conditions found in a typical contract. For example, in a famous 1985 case, a Texas jury concluded that an agreement reached “in principle” between the Pennzoil Company and Getty Oil Company that had not been fully concluded was binding and that Texaco had illegally encroached on its contract. As a result, Texaco was held responsible for more than $10 billion paid for $3 billion after Texaco`s bankruptcy. If the tender does not contain a specified period during which it remains open, the tenderer`s acceptance shall expire after a reasonable period. .