An offeree in contract law is the person or entity who receives a proposal from someone trying to form a contract. The offeree holds what the law calls the power of acceptance: the ability to turn that proposal into a binding agreement, reject it, or let it expire.1Legal Information Institute. Power of Acceptance That power is real, but it’s bounded by rules about how acceptance works, when it ends, and who legally qualifies to exercise it.
The Offeree and the Offeror
A contract starts with two roles. The offeror proposes the deal; the offeree receives it. If a neighbor tells you they’ll sell their lawnmower for $200, they’re the offeror and you’re the offeree. The offeror sets the terms and can usually withdraw the offer before it’s accepted. The offeree controls whether a contract comes into existence at all.1Legal Information Institute. Power of Acceptance
How an Offeree Accepts
Acceptance is the offeree’s main power. It can happen in several ways, and the available method depends on the type of offer.
Express Acceptance
The clearest route is express acceptance. The offeree says “yes,” signs a written agreement, or otherwise clearly communicates agreement to the offeror’s terms, verbally, in writing, or both.2Legal Information Institute. Express Contract
Acceptance by Conduct
Actions can also form a contract. If a landscaper you asked for a quote arrives at your property and starts mowing, that conduct can imply acceptance even though no one said “I accept.” Courts look at whether the offeree’s behavior shows intent to agree, considering the circumstances around the transaction.2Legal Information Institute. Express Contract
Acceptance by Performance
Some offers can only be accepted by completing a specific act. These are unilateral contracts. “I’ll pay $500 to whoever finds my lost dog” isn’t accepted by promising to look; it’s accepted by actually finding the dog.3Legal Information Institute. Unilateral Contract
Timing is the risk. The offeror can generally revoke a unilateral offer at any point before the offeree starts performing. Once performance begins, many courts hold that the offeror must give the offeree a reasonable chance to finish.3Legal Information Institute. Unilateral Contract
When Silence Counts
As a rule, silence is not acceptance. An offeror cannot force a deal on you by writing “if I don’t hear back by Friday, we have a contract.” Narrow exceptions exist. Silence can operate as acceptance when the offeree takes the benefit of offered services knowing payment is expected, when prior dealings between the parties make silence a reasonable signal of agreement, or when the offeror has stated that silence will count as acceptance and the offeree actually intends to accept that way. These situations show up most often in ongoing business relationships with an established pattern.
The Mailbox Rule
When acceptance travels by mail or another non-instantaneous method, timing becomes a question. Under the mailbox rule, acceptance takes effect the moment the offeree sends it, not when the offeror receives it. The rule also applies to faxes and emails. A contract can form before the offeror even knows the offeree said yes. One important exception: acceptance of an option contract is not effective until the offeror actually receives it.4Legal Information Institute. Mailbox Rule
How an Offeree Rejects
Rejection comes with a consequence many people don’t expect. Once the offeree rejects an offer, the power to accept it is gone.1Legal Information Institute. Power of Acceptance Saying “no” on Monday closes the door; changing your mind on Wednesday only works if the offeror makes the offer again.
Express rejection is the straightforward form. The offeree tells the offeror they’re not interested. Unlike acceptance, rejection takes effect when the offeror receives it, not when the offeree sends it. If you mail a rejection and then phone to accept before the letter arrives, the acceptance may still be valid depending on the circumstances.
Counter-Offers Are Rejections
This is where offerees accidentally give up their position. A counter-offer automatically rejects the original offer while proposing new terms. If someone offers to sell a car for $15,000 and you respond with $12,000, the $15,000 offer is dead. If the seller declines your counter, you cannot go back and accept the original price. It no longer exists. The only way to revive it is for the seller to re-offer it.5Legal Information Institute. Counteroffer
Real estate negotiations and employment discussions run into this constantly. Routine back-and-forth can technically destroy offers the offeree hoped to fall back on.
How an Offer Ends Without the Offeree Acting
The offeree’s power of acceptance has a shelf life. Several events can terminate it even if the offeree never responds.
The offeror can revoke the offer at any time before the offeree accepts.6Legal Information Institute. Revocation Revocation only takes effect when the offeree actually receives notice of it. If the offeror mails a revocation but the offeree mails acceptance first, the acceptance wins.
Time also ends the offer. If a deadline is stated, the power to accept expires when it passes. If no deadline is stated, the offer stays open for a “reasonable” period, a standard courts evaluate based on the nature of the deal, industry norms, and how quickly the subject matter might change in value.7Legal Information Institute. Lapse An offer for perishable goods has a much shorter reasonable period than an offer to buy a house.
Death or legal incapacity of either party before acceptance terminates the offer automatically. This happens whether or not the surviving party knows about it. Destruction of the specific subject matter has the same effect. If someone offers to sell you a particular painting and the painting burns before you accept, the offer dies with it.
Locking an Offer Open: Option Contracts and Firm Offers
Because the offeror can usually revoke at will, an offeree who needs time faces real exposure. An option contract fixes this. The offeree pays the offeror consideration in exchange for a promise to keep the offer open for a set period, and during that window the offeror cannot revoke.8Legal Information Institute. Option Contract Option contracts appear often in real estate and business acquisitions where the offeree needs weeks or months to arrange financing or complete due diligence. The payment for the option is usually non-refundable; it’s the price of certainty.
For sales of goods between merchants, the Uniform Commercial Code provides a similar protection without requiring payment. A merchant who signs a written assurance to keep an offer open is bound for the time stated, up to a maximum of three months.9Legal Information Institute. UCC 2-205 Firm Offers This “firm offer” rule reflects the fact that merchants routinely rely on each other’s written commitments to plan inventory and operations.
Does the Acceptance Have to Match the Offer
Under traditional contract law, yes. The offeree’s acceptance must mirror the offer exactly. Any change, even a small one, is not acceptance; it’s a counter-offer that rejects the original.10Legal Information Institute. Mirror Image Rule This “mirror image rule” applies strictly to common law contracts for services, real estate, and employment.
Contracts for the sale of goods are treated differently. Under UCC § 2-207, an acceptance that includes additional or different terms still operates as a valid acceptance rather than automatically becoming a counter-offer. Between merchants, those extra terms become part of the contract unless the original offer expressly limited acceptance to its own terms, the additions would materially change the deal, or the offeror objects within a reasonable time.11Legal Information Institute. UCC 2-207 Additional Terms in Acceptance or Confirmation Commercial dealings almost always involve exchanging forms with slightly different boilerplate, and without § 2-207 most of those transactions would technically fail to form contracts.
Who Legally Qualifies as an Offeree
Even when every other element is in place, a contract can unravel if the offeree lacked legal capacity to accept it. Capacity means the ability to understand the agreement and be legally bound by it.12Legal Information Institute. Capacity
Minors, generally anyone under 18, can enter contracts, but those contracts are voidable at the minor’s option. The minor can honor the agreement or walk away, and the other party is stuck either way. The main exception involves necessities like food, shelter, and medical care, where allowing minors to void contracts would cut off access to basic goods and services.
Adults formally adjudicated as mentally incompetent by a court present a sharper issue. Contracts they sign may be void from the start rather than merely voidable. For adults who have not been adjudicated but lacked the ability to understand the transaction at the time, the contract is typically voidable. Courts look at the person’s behavior at the time, the complexity and fairness of the deal, and whether independent advice was available.
Someone intoxicated at the time of contracting can sometimes void the agreement, but only if the impairment was severe enough that they genuinely could not understand what they were agreeing to, and the other party knew or should have known about the condition.
One boundary worth stating plainly: an offer must actually reach the offeree before any of these powers come into play. You cannot accept an offer you don’t know about, even if you would have said yes to it.