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Contracts • Contract Formation
K#028
Legal Definition
A conditional acceptance terminates the original offer, and usually occurs where one party "accepts" but includes language like "if," "only if," "provided," "so long as," "but," or "on the condition that." Under common law, a conditional acceptance is a counteroffer that can be accepted by conduct. Under the UCC, a conditional acceptance is a rejection, though later conduct can create a contract.
Plain English Explanation
Generally, when someone makes you an offer, you have the power of acceptance, meaning you can, if you choose, accept the offer and create a binding contract. Exams like to test grey areas, though. So what happens when the offeree says or does something other than a clear form of acceptance? You need to analyze what they say or do and identify what affect it may have on the original offer.
A conditional acceptance sounds a lot like a normal acceptance, except it adds on some sort of conditional statement, like "but" or "only if." For example, if someone says, "I will sell you my iPhone for $500," and you respond with, "Ok, but first let me ask my wife." Or "I'll buy it only if you throw in the headphones." Your attempt to add terms to the agreement means that the original offer no longer exists. Under common law, you've created a counteroffer, and under the UCC, you've rejected the original offer.
A conditional acceptance sounds a lot like a normal acceptance, except it adds on some sort of conditional statement, like "but" or "only if." For example, if someone says, "I will sell you my iPhone for $500," and you respond with, "Ok, but first let me ask my wife." Or "I'll buy it only if you throw in the headphones." Your attempt to add terms to the agreement means that the original offer no longer exists. Under common law, you've created a counteroffer, and under the UCC, you've rejected the original offer.
Visual Aids
Related Concepts
Are offers assignable?
Are pre-existing duties valid consideration?
Can partial payment of a debt be consideration for release of that debt?
How can an offeree reject an offer?
How do courts assess the adequacy of consideration?
How may an offer be revoked?
Though offers can generally be freely revoked, what are the 4 exceptions?
Under battle of the forms, what happens to additional or different terms in an acceptance when at least one of the parties is a non-merchant?
Under battle of the forms, what happens to additional terms in an acceptance between two merchants?
Under battle of the forms, what happens to different terms in an acceptance between two merchants?
What are consideration substitutes?
What are illusory promises and how do they affect a contract?
What are requirement and output contracts?
What are the methods of terminating an offer?
What are the requirements of an offer?
What are the UCC Gap Fillers?
What is acceptance?
What is a contract?
What is a merchant's firm offer?
What is an option contract?
What is consideration?
What is detrimental reliance?
What is promissory estoppel?
What is required to form a valid, binding contract?
What is the effect of a contract that contains vague or ambiguous terms?
What is the effect of a contract that is missing price terms?
What is the effect of a contract that is missing quantity terms?
What is the effect of a counteroffer on an offer?
What is the effect of a lapse of time on an offer?
What is the effect of an offeree beginning to perform in response to an offer?
What is the effect of a seller sending non-conforming goods?
What is the effect of including additional or different terms to an offer?
What is the effect of part performance of a unilateral contract?
What is the effect of the death of a party prior to acceptance of an offer?
What is the Mailbox Rule and when does it apply?
When are advertisements valid offers?
When are price quotes valid offers?
When is past or moral consideration valid?
Who controls the method of acceptance, and what are the typical ways that an offer is accepted?
