Do You Accept This Platypus? (Contracts, Part 3)

(This is part of an ongoing Wednesday-Thursday series on contracts, publishing law, and the platypus.* Previous installments here and here.)

A valid contract requires several elements. We’ve already looked at the offer, so today we turn to the acceptance.

A valid acceptance must be intentional, unqualified, and communicated to the offeror in a timely fashion.

The requisite intent, and the legal test for it, is the same as the intent to make an offer – essentially, the offeree must actually and reasonably intend to accept the offer, to be bound by the acceptance, and to enter into a contract with the offeror.

If I offer to sell you a platypus for $1 million in cash, and you say “I will gladly pay you Tuesday for a platypus today” – we probably don’t have a deal. Even Wikipedia recognizes J. Wellington Wimpy’s fiscal irresponsibility (and if it’s on the InterWebz, it must be true). A reasonable person wouldn’t pay a million dollars for a platypus, and quoting a cartoon character in your acceptance should probably indicate sarcasm, if not absolute refusal.

Pure contracts law analysis also requires an acceptance which is an unqualified “mirror image” of the original offer. Any change or deviation in terms not only makes the acceptance invalid but also destroys the original offer – which means the offeree can’t change his-or-her mind and accept the original offer if the offeror turns down a counter-proposal. (Note: state and local statutes, as well as legal precedents, have changed this in many cases – DO NOT rely on the “mirror image” rule without seeking legal advice.)

If I offer to sell you a million-dollar platypus, and you respond with “No way, but I’ll give you fifty bucks and a half-finished Cinnamon Latte” – we still don’t have a deal. Your response attempted to alter the terms of my offer, thereby “killing” the offer and substituting a new offer – yours – in its place. (If I accept that offer, we may still have a contract, but now you are the offeror and I am the offeree. The platypus still gets no vote.)

Unlike the rest of life, the communication part is easy. As long as the offeree accepts in a way the offeror is likely to hear, receive, and/or understand, communication is present, and as long as the acceptance is received in a timely manner (to oversimplify – before the offer is withdrawn, expires, or is accepted by another qualified offeree) then the communication requirement is satisfied. Generally speaking, an acceptance can be delivered in the same manner the offer was given or in the form specified in the offer.

“Will you pay me $1 million for the platypus? Let me know in writing by Tuesday.”

You can tell me to buzz off by telephone, but if you want that golden platypus, you need to put pen to page. (In some states, email counts as a writing but best to take no chances where a valuable mammal is concerned.)

This vastly oversimplifies the law of contract acceptance, and completely ignores the UCC, the “Mailbox Rule” and a thousand other legal beagles that would love nothing more than to bite you in the rear – so be careful where you tread. That said, if you want to accept an offer this probably gives you more than enough information to do it properly – Want the Platypus, Want THIS Platypus, and by all means, let somebody know.

*DISCLAIMER: I am a real lawyer but this blog, this entry and the content hereof are for educational and information purposes only. This is not intended as legal advice to any person or entity. The laws of your state, country, fiefdom or treehouse may vary. Legal situations are fact-specific and the analysis of a contract (like any other legal issue) should be handled by a professional and on its specific terms. If you have a legal issue, you should hire an attorney to assist you. Otherwise, the other side will hire a big, scary lawyer with huge teeth and a giant stick, who will use you as his personal pinata until you agree to give him your lunch money, your first-born child and your rubber-band collection. And that’s just for starters. Do not try this at home. No platypuses were harmed in the making of this hypothetical.