recognition of the capacity of insane persons to make contracts, at least under some circumstances,2 based on the apparent effect of the insane person's conduct and on the ignorance of any impropriety in the transaction by the other party. There can be no doubt that known insanity on the part of either offerer or offeree would terminate an offer. But if the insanity were unknown the question would depend on whether the legal incapacity of an insane person to contract is complete.* § 63. Effect of delay in the delivery of the offer. It occasionly happens that an offer is not delivered to the offeree until a later time than might have been expected by the offeror. The delay may even be so great that at the time the offer is first delivered to the offeree, more than a reasonable time for the acceptance of the offer would already have elapsed, had the offer been promptly delivered. If the offer contains on its face a limitation of the right to accept to a specific day or hour, it is clear that if this day or hour has passed no effectual acceptance can be made. The offer may, however, merely direct that the acceptance must be returned by return mail or in course of post; or, may contain no express provision as to the time of acceptance. In such a case, if the acceptance is dispatched by a return mail, or in course of post, or within a reasonable time after the receipt of the offer, a contract will be formed, provided the offeree was not aware of the delay in the delivery of the offer." If, however, the offeree knew, or ought to know that the 2 See infra, § 254. 3 Beach v. First M. E. Church, 96 Ill. 177. 4 See infra, §§ 250-254. Adams v. Lindsell, 1 B. & Ald. 681. In this case an offer was misdirected and, consequently, arrived a day or two later than if correctly addressed. The offer required an answer in course of post, and the offeree promptly, on receipt of the offer, accepted it. The court held that as the delay in the acceptance arose entirely from the mis take of the offeror, the acceptance must be taken as received in course of post. Chesebrough v. Western Union Tel. Co., 135 N. Y. Supp. 583, 76 N. Y. Misc. 516. In this case a telegraphic offer was delayed, by fault of the telegraph company, for an hour. The consequence of this short delay was that when a telegraphic acceptance, promptly sent, was received by the offeror (a coffee broker) the coffee exchange had closed. It was held that a contract had been formed. offer had been delayed, he should not be allowed to take advantage of the error, even though it was due to the negligence of the offeror; and if when the offer is received it is impossible to dispatch an acceptance within the time that would have been allowed had the offer been promptly received, no contract can be formed." • Though no case involving these precise facts have been found, the text is supported by decisions holding that in any case where an obvious mistake has been made in the terms of an offer, the acceptor will not be allowed to force a contract on the offeror which the acceptor knew was not intended. Tam plin v. James, 15 Ch. D. 215; Germain Fruit Co. v. Western Union Tel. Co., 137 Cal. 598, 70 Pac. 658, 59 L. R. A. 575; Cunningham Mfg. Co. v. Rotograph Co., 30 Dist. C. App. 524; Central of Georgia Ry. Co. v. Gortatowsky, 123 Ga. 366, 51 S. E. 469. CHAPTER V ACCEPTANCE OF OFFERS Necessity of acceptance... 64 Difference between acceptance in unilateral and bilateral contracts. 65 66 An intention not to accept may prevent the formation of a contract, where words or acts are ambiguous... 67 Acceptance of unilateral contracts where the offeror is the promisor, needs no communication..... 68 Qualified or conditional acceptances are counter-offers and reject the original offer.... Conditions in an acceptance which do not qualify in legal effect the offer, do not impair the acceptance... Added terms requested as a favor do not invalidate an acceptance. An offer can be accepted only by the person or persons to whom it is made.... 80 Acceptance in contracts by correspondence may be completed by mailing an acceptance. . . . . Communication may be necessary to acceptance of unilateral contracts when the act requested is peculiarly within the knowledge of the promisee; guaranties...... True reason for requiring notice of acceptance of guaranty. Notice of allotment of shares..... Acceptance in bilateral contracts requires communication.. Acceptance in unilateral contracts where the offeree is the promisor, requires communication.... Acceptance must be unequivocal.. Acceptance must comply with the terms of the offer.. Illustrations in other cases than offers of reward.. If an offer prescribes the place, time, or manner of acceptance, its terms must be complied with.... Acceptance in contracts by telegraph or telephone may be complete by dispatching a message. 82 The use of the mail or telegraph must have been authorized in order that a It is not important that the acceptor has the power to withdraw his acceptance from the mail. . . . . 86 An acceptance inadequate when mailed may become valid when received... 87 The offeror may impose as a condition of his offer that the acceptance be received..... When a letter of acceptance or of revocation is received within the meaning of the law... 68 89 Acceptance of a document implies assent to its terms... Implication of assent and counter promise... 90 90a Acceptance of telegraph blank, bill of lading, ticket or warehouse receipt... 90b When mistake will prevent the formation of a contract. 95 A writing signed without negligence in ignorance of its nature is void.. 95a Acceptance of an offer is necessary to create a simple contract, since it takes two to make a bargain. An offer to contract is a proposal to exchange a promise or an act for a specified promise or act of another, and obviously requires the latter's assent in order that the transaction shall be complete. Moreover, the so-called acceptance of the offeree is frequently more than an acceptance, it is also a giving of the consideration requested by the offer by the same words or acts which indicate assent. § 65. Difference between acceptance in unilateral and bilateral contracts. An offer for a unilateral contract generally requires an act on the part of the offeree to make a binding contract. This act is consideration for the promise contained in the offer and doing it with intent to accept without more will create a contract.1 But an expression of mutual assent is necessary to the formation of simple contracts as well as consideration, and the fact that the same act must also be a manifestation of acceptance by the offeree is not always observed. On the other hand, an offer for a bilateral contract requires a promise from the offeree in order that there may be a binding contract. This promise may be inferred from any words of the 1 See infra, § 68. offeree indicating assent to the proposed bargain and, generally, must be found by interpretation of language which does not in terms state a promise. That is, the offeree will say or write "I accept your proposition," or words to that effect, instead of saying "I promise to do what you request." 2 So that in bilateral contracts the fact that the offeree's acceptance is also a promise, furnishing the requisite consideration, is not always observed. § 66. Intention to accept is unimportant except as expressed. It is not infrequently said that the offeree must intend to accept. If formation of simple contracts depends upon actual intention, this is true. If, however, as seems to be the case, the formation of such contracts depends merely upon expressions of assent, it is not true that an intention to accept is of any importance except where the acts or words of the offeree are ambiguous. A manifestation of apparent intention to accept is, however, necessary and no contract can be made without it. Thus, though an offer states that the offeror will treat a failure to reply to his offer as an acceptance, no contract will ordinarily arise without an acceptance; though it seems that if the offeree's silence was intended as an acceptance, the offeror having specified that as a satisfactory means of indicating assent cannot complain of its insufficiency as a manifestation.5 4 § 67. An intention not to accept may prevent the formation of a contract, where words or acts are ambiguous. Though if an offeree of a bilateral contract should say "I accept the offer," he would not thereafter be allowed to say that his words were not an acceptance because he did not really intend to accept the offer, yet where an act is requested by the offeror and performed by the offeree, it may be shown that the performance of the act did not indicate assent to 2 See infra, § 90. See supra, § 20. Felthouse v. Bindley, 11 C. B. (N. S.) 869; Prescott v. Jones, 69 N. H. 305, 41 Atl. 352. 5 Cavanaugh v. D. W. Ranlet Co., 229 Mass. 366; 118 N. E. 650, and see infra, § 91a. See infra, §§ 94, 95, 1535-1537. |