Acceptance

Unilateral contract: I offer you this. Do you accept? Acceptance comes by either making promise, or
performance
Bilateral contract: I have this, do you want it? Yes, I want 10do you accept? (shifting role of
offeror/offeree), Yes/No I accept to sell you this.
Acceptance is where offeree exercises power conferred upon him by offer and creates a legal relationship
called a contract. The nature of acceptance depends on how offer was expressed, and offeror in the
terms of his offer has full power to determine what acts constitute acceptance, and who can accept.
International Filter Co. v. Conroe Gin, Ice & Light Co. (Appeals court opinion)
IFC agrees to sell water filter to Conroe Gin, but Conroe reneges and IFC sues for performance of
contract. D argues that he never got a copy of the endorsement slip, and that the OK didnt amount to
an endorsement. Although that requirement is never stated explicitly in offer, D argues it was implicit.
Appeals court believes that OK does count as endorsement and that notification to other party was not
required because the nature and language of the contract allowed offeror to dispense with notification.
And that Conroe intended to accept offer.
IFC states how to offer acceptance explicitly (shall become a contract when approved by an executive
officer) which the offeree followed. Court cant change the meaning of the words to mean shall become
contract when notice is given because that was not what was said so explicitly. Thus, notice not
required. However, court goes further and says notification was given in Feb. 14
th
letter, which said thank
you for your order lets do it. This IMPLIES that approval was given and as such notice was indeed
given. Judgment for P. Notification typically required unless contract clause states otherwise.
White v. Corlies & Tift (Court of Appeals of New York opinion)
White and Corlies negotiate deal to renovate office. White agrees to changes, Corlies sends note (offer)
to which White never responds but begins prepping materials. By this Corlies argues no contract because
no notification. Court holds that to bind other side to contract, you cant just accept silently in your head.
You have to give notice in one shape or another, either verbally or through action. Some indication that
you accepted your end of the deal, which did not happen. Judgment reversed and new trial ordered.

Ever-Tite Roofing Corporation v. Green (appeals court)
Greens contracts Ever-Tite to fix their roof and sign contract to do so. When Ever-Tite comes to do work,
they find another crew already working, and so sues. Contract stated that becomes accepted when either
becomes approved by authorized officer, or upon commencement of performance of work. There
was no specific time frame mentioned for either of the above so allowed for reasonable time, which was
followed (9 days to approve credit and loan money is not too long). Also, contract was accepted and
performance commenced when trucks were loaded, so even though Ds refused to allow them to
start, it was already too late. Judgment reversed and for P.
Interesting twist in contract-statute relations. What if soda pop you grab to buy explodes hurting you?
Does protection under warranty statute depend upon acceptance and thus legalization of the contract?
Existence of contract can make statutes apply or not apply.
Important to consider acceptance mechanisms in unilateral or bilateral contract. In unilateral, person
makes offer and acceptance is dependent upon performance. In bilateral, offer is made and acceptance
is made by a return promise. You can also negotiate terms in bilateral contract. Also, in unilateral
contract, concept of notice is different. Notice is usually for the benefit of the offeror (can reneg up
until notice is sent!). So when offer doesnt entail any explicit requirement of giving notice back, assumes
that offeror waives his right to notification. Also, consider the language and context of offer to determine
whether or not notice is required. In some advertisement cases (wear this ball and if you get sick, well
give you money), notice is clearly not required for acceptance. But in some cases, notice within
reasonable time of acceptance is required in unilateral cases, as where great distances separate parties
or other such unique circumstance (Bishop v. Eaton)