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Acceptance
Acceptance, like “offer” is as it seems – the agreement to the terms of the offer. Generally, all terms must be accepted. This is called a “meeting of the minds.” As one Indiana case put it:
To bring a contract into existence, an offer must be extended and the offeree must accept it, the communication of acceptance being crucial. Thus, a meeting of the minds between the contracting parties is essential to the formation of a contract. Id. This meeting of the minds must extend to all essential elements or terms for a contract to be binding.[1]
Note that it says that “communication…is crucial.” Keeping the acceptance secret means that no contract will be formed. In addition, generally, the method of acceptance is open, and requires only that it be “expressed by acts which manifest acceptance.”[2] With that said, if otherwise specified, the acceptance must be in the method indicated in the offer. So, for instance, if an offer says, “Must be accepted in writing, faxed or emailed, by March 23, 2015 at 5:00 PM,” a telephone call at 4:45 PM on March 23 indicating acceptance is insufficient. Otherwise, the offer lapses.
Generally, an acceptance must agree to all important terms. For instance, if an offer says, “Cadillac: $25,000” and the acceptance says, “Okay, but I will give you $23,000,” this is known as a counteroffer. It essentially consists of a rejection of the old offer and a new offer in the other direction. Once that happens, the old offer of $25,000 is off the table, and it cannot be accepted without another offer for $25,000. If you said, “Fine, if you won’t take $23,000, I’ll give you $25,000,” and there is no response, there is no contract. This is a specific rule, to wit:
It is well settled that in order for an offer and an acceptance to constitute a contract, the acceptance must meet and correspond with the offer in every respect. This rule is called the “mirror image rule.” An acceptance which varies the terms of the offer is considered a rejection and operates as a counteroffer, which may be then accepted by the original offeror.[3]
[1] Troutwine Estates Dev. Co., LLC v. Comsub Design and Engr., Inc., 854 N.E.2d 890, 897 (Ind. App. 2006).
[2] Pinnacle Computer Services, Inc. v. Ameritech Pub., Inc., 642 N.E.2d 1011, 1013 (Ind. App. 1st Dist. 1994).
[3] Martinez v. Belmonte, 765 N.E.2d 180, 183 (Ind. App. 2002)
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