Acceptance (Contracts)

What is “acceptance” in contracts?

In legal-ese, “acceptance” is a manifestation of one’s assent to be bound by the terms of an offers. In plain English, it’s exactly what you think it is – “saying yes” to an offer. Why do lawyers use such absurd jargon? Because a big issue in a lot of contract disputes is whether a person really agreed to someone else’s offer.

What constitutes acceptance?

(Or, in English, how do you know whether someone has actually accepted an offer?)

In order for an action to constitute acceptance, the “acceptor” must actually mean to accept, and must do something to show that he means to accept. Ninety-nine times out of one-hundred, this is not an issue. When you think of a contract, you probably think of a long paper document that everyone signs at the end. And when this actually happens, it’s hard to argue that there was no acceptance. Consequently, when acceptance is an issue, something strange has usually gone on. For instance, acceptance can become an issue in oral contracts.

What do you do if someone says they didn’t accept your offer?

That depends. Contract law allows you to recover damages only when you’ve actually suffered them. Thus, you can only sue for damages if you’ve incurred damages. Assuming that you have suffered damages and you do sue, you’re only allowed to recover the amount you actually lost. As a result, even if you have suffered damages, it may not be worth it to sue.

Why do acceptance issues usually come up?

It may not be worth it to sue if someone breaches their contract. As contract damages are based only on actual losses, it is possible that your legal fees could exceed your recovery. Consequently, a common legal strategy for people defending contract cases is to argue that there never was a contract. As acceptance is a necessary for contract formation, this can often become an issue.

Got A Contract Question?

Attorney Chris Mutchler may be able to help. Get in touch with The Law Office of Christopher J. Mutchler. If we can’t help you, we’re more than happy point you in the direction of someone who can!

Christopher J. Mutchler, Esq

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