Acceptance - Civil Law - Lecture Slides, Slides of Civil Law

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Acceptance

• The common law (the United States)
• CISG

The Common Law

• Definition

Acceptance is a voluntary act (either words or

conduct ) by the offeree that shows assent

(agreement) to the terms of an offer. The

acceptance must be unequivocal and must be

communicated to the offeror.

• The offeree says, “I accept the offer,

but only if I can pay on ninety days’

credit. Then this is a valid acceptance.

• The offeree replies, “I accept; please

send written contract.” This should be

taken as an acceptance.

• The offeree replies, “I accept if you

send a written contract.” This should

be taken as an acceptance. Docsity.com

• It is reasonable for the offeror to state, “By your silence and inaction you will be deemed to have accepted this offer.”
• Silence can never be an acceptance.

(Silence can be an acceptance (1) when the parties have made such agreements or (2) when the offeree has had prior dealings with the offeror.)

When the acceptance becomes

effective?

• Under the common law, the acceptance becomes effective as soon as it is dispatched by the offeree, and then a contract is formed. ----the mailbox rule
• Under the civil law, the acceptance becomes effective when it reaches the offeror, and then a contract is concluded. ----the rule of receipt of the letter of acceptance Docsity.com

• As to this point, CISG follows an approach somewhat different from the common law but similar to the civil law. ----Article 18
• CISG mainly adopts the approach of civil law, but it does absorb some elements of mailbox rule. Article 16 / Article 18

Whether a late acceptance is effective?

There are two kinds of late acceptance.

1. The offeree makes an acceptance beyond the time limit for acceptance. That is, it is late when the offeree dispatches the acceptance. It is impossible for such acceptance to become effective except that without delay the offeror informs its effectiveness.

2. The offeree dispatches the acceptance within the time limit for acceptance but the acceptance reaches the offeror beyond the time limit. That is, it is not late when the offeree dispatches the acceptance, and if its transmission had been normal, it would have reached the offeror in due time.

Whether an acceptance can be

withdrawn or revoked?

CISG tries to achieve a balance in protecting the interests of two contracting parties. On one hand, CISG protects the interests of the offeror , who is entitled to withdraw or revoke the offer; On the other hand, CISG protects the interests of the offeree , who is also entitled to withdraw the acceptance.

• An offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. The offeree’s dispatch of acceptances cuts off the offeror’s right to revoke the offer.

Case analysis: A computer printer distributor in Argentina receives an offer by mail from Epson, a U.S. company, in reply to an inquiry. The offer arrives in Argentina on June 2. On June 12, the Argentinean company sends its acceptance by mail. On June 8, Epson sends a revocation of its offer that was received on June 13 in Argentina. The acceptance from Argentina arrives in the United States on June 17. Did a valid contract arise? When was the offer valid? When was the acceptance valid? When was the revocation valid? Decide the case under the common law and under the CISG.

Case analysis:

offeree offeror

Argentinean distributor The U.S. Epson com.

June 2 receive an offer

June 8 send a revocation of its offer June 12 mail the acceptance

June 13 receive the revocation June 17 Acceptance arrives Docsity.com