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4.1-9  Acceptance

Revised to January 1, 2008

The (offeror: defendant / plaintiff)1 has claimed that (he/she/it) never entered into the contract claimed by the (offeree: defendant / plaintiff) because the (offeree:  defendant's / plaintiff's) acceptance of the offer was not valid.  In order to create a contract there must be acceptance which is an agreement to the terms of the offer.  The acceptance of the offer must be explicit, full and unconditional.  Any change from the material terms of the (offeror: defendant's / plaintiff's) offer invalidates the acceptance unless the (offeror: defendant / plaintiff) agrees to the change.  Acceptance is not valid if it is based on a term or condition not specified in the offer.  For example, if I offer to sell you my bicycle for $200 and you respond that you will pay $150 for the bicycle, you have not accepted my offer, and there is no contract.  [However, your response could be a counteroffer, which I could accept by agreeing to sell the bicycle for $150.]_______________________________________________________

1 The term "offeror" and "offeree" have been inserted above as a guide.  The charge should be given in terms of the "plaintiff" or the "defendant," depending on which one is the offeror and which one the offeree.


J. Calamari & J. Perillo, Contracts (4th Ed. 1998), 2.2, pp. 26-27.


Under the UCC, Connecticut General Statutes 42a-2-207 (1), "[a] definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms."


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