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An offer is a present objective manifestation of willingness to contract on reasonably definite terms, communicated to an offeree and inviting acceptance that will conclude the bargain.

Only the invited person or class may accept. A person ordinarily must know of an offer before accepting it, including in reward cases.

The power of acceptance may terminate through lapse, revocation, rejection, counteroffer, death or incapacity, destruction or illegality of the subject matter, or failure of a condition.

An offer lapses at the stated time or after a reasonable time. Revocation is ordinarily effective upon receipt and may be direct or indirect. Rejection is generally effective upon receipt. A common-law counteroffer ordinarily rejects the original offer, but a mere inquiry may leave the offer open.

Offers may become irrevocable through an option contract, an Article 2 merchant firm offer, reasonable foreseeable reliance, or beginning invited performance under a unilateral-contract offer.

An option contract is a separate promise to keep an offer open supported by consideration. A merchant firm offer requires a merchant, an offer to buy or sell goods, a signed writing, and assurance that the offer will remain open. No consideration is required, but the statutory period of irrevocability cannot exceed three months without consideration.

Reasonable, foreseeable, and substantial reliance may temporarily protect an offer from revocation, especially in construction bidding. Beginning actual performance under a unilateral-contract offer ordinarily creates an option allowing reasonable time for completion, though preparation alone may be insufficient.

Acceptance is an objective manifestation of assent made in the manner invited or required by the offer. Bilateral contracts involve exchanges of promises. Unilateral contracts involve acceptance through completed performance.

At common law, acceptance generally must mirror the offer. A conditional response is a counteroffer, while an acceptance followed by a request may still form a contract.

Under Article 2, an order for goods may be accepted by a prompt promise to ship or prompt shipment. Shipment of nonconforming goods ordinarily constitutes acceptance and breach unless clearly identified as an accommodation, in which case the shipment is a counteroffer.

Under the mailbox rule, an authorized acceptance is generally effective upon dispatch. Rejections, revocations, and counteroffers are generally effective upon receipt. Important exceptions involve offers requiring receipt, option contracts, improper transmission, and conflicting rejection-and-acceptance sequences.

Silence ordinarily is not acceptance, although circumstances involving retained benefits, intended silence, prior dealings, or dominion over property may justify an exception.

Electronic contracts depend on traditional assent principles. Clickwrap agreements are stronger when the user receives clear notice and affirmatively a...

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