A revocable offer can be revoked at any time before the offeree accepts it, provided the revocation actually reaches the offeree first. That second half is where most disputes live. Sending a withdrawal is not the same as completing one, and the gap between the two can decide whether you are free or bound.
The Timing Rule That Decides Everything
Your power to revoke lasts up to the moment of acceptance. After acceptance, a contract exists and the offer is no longer yours to pull. Before acceptance, you have complete control, but only if your revocation gets to the offeree in time.
This is the receipt rule. A revocation has no legal effect until the offeree receives it. Under the Restatement (Second) of Contracts § 42, the offeree’s power of acceptance ends when the offeree receives a communication from the offeror showing an intention not to go through with the deal. Dispatch alone does nothing.
The practical consequence is sharper than people expect. If you email a revocation at 9 a.m. and the offeree opens it at 3 p.m., the revocation becomes effective at 3 p.m. Anything the offeree does in those six hours, including accepting the offer, counts and binds you.
When a Revocation and an Acceptance Are Both in Transit
Acceptances follow the opposite rule. Under the mailbox rule, an acceptance is effective the moment the offeree sends it, whether by dropping a letter in the mail or clicking send on an email. No confirmation of receipt is required.
Put the two rules together and the sequence matters more than the dates. If an acceptance leaves the offeree’s hands before your revocation arrives, there is a contract, even if you mailed the revocation days earlier.
A seller mails a letter on Monday revoking an offer to sell equipment. The buyer, unaware, mails an acceptance on Tuesday. The seller’s letter arrives Wednesday. A contract formed on Tuesday, because the buyer dispatched acceptance before receiving the revocation. The seller is bound.
How to Actually Communicate the Revocation
Telling the Offeree Directly
The cleanest approach is to tell the offeree yourself. A phone call, email, letter, or text message that makes clear the offer is no longer open all qualify. No particular wording is required. The message just has to show you no longer intend to go through with the proposed deal.
Indirect Revocation Through a Reliable Source
An offer can also end without any communication from you at all. Under the principle established in Dickinson v. Dodds and codified in the Restatement (Second) of Contracts § 43, the offeree’s power of acceptance ends when the offeror takes definite action inconsistent with the offer and the offeree learns about it from a reliable source.
Both halves are needed. You must have done something that clearly shows a change of mind, and the offeree must have learned about it from someone credible. A vague rumor does not qualify. But if a prospective buyer hears from a trusted real estate agent that the seller already sold the property to someone else, that information revokes the original offer. The buyer can no longer accept, even though the seller never said a word to them.
Public Offers Require Public Revocation
Offers made to the general public, such as posted rewards or published advertisements, follow a different rule because there is no way to notify every person who may have seen the offer. To revoke a public offer, you must give notice using the same type of publicity as the original. A reward posted in a newspaper is revoked by a comparable newspaper notice. Under the Restatement (Second) of Contracts § 46, that published revocation terminates everyone’s power to accept, including people who saw the original offer but never saw the retraction. This is one of the few situations where a revocation works without the offeree actually knowing.
When Does an Emailed Revocation Count as Received?
The Uniform Electronic Transactions Act, adopted in nearly every state, answers this. Under UETA Section 15, an electronic message is received when it enters an information processing system the recipient has designated for that type of communication and arrives in a form the system can process. The record counts as received even if no human has looked at it.
For email revocations, that likely means effective on arrival in the inbox, not on opening. The window is tighter than many assume. An email revocation takes effect faster than a mailed letter, but it still requires arrival at the recipient’s system to work at all.
Offers You Cannot Revoke, Even Before Acceptance
Several doctrines take revocation off the table entirely for a defined period. If any of them applies, your attempt to pull the offer will fail, and you may owe damages for trying.
Option Contracts
An option contract is the most common way to make an offer irrevocable. The offeree pays something of value in exchange for your promise to hold the offer open for an agreed period. A buyer might pay $1,000 to keep a purchase offer open for 60 days. That payment creates a binding side agreement, and you cannot revoke during the option period no matter what better opportunity appears.
Under the Restatement (Second) of Contracts § 87, an option is also binding if it is in writing, signed by the offeror, recites consideration, and proposes a fair exchange within a reasonable time. Some courts enforce written option agreements even when the stated consideration was never actually paid, so long as the other elements are met.
Firm Offers Under the UCC
For sales of goods, the Uniform Commercial Code provides a shortcut that requires no payment. Under UCC Section 2-205, when a merchant makes an offer in a signed writing that assures the offer will be held open, the offer is irrevocable for the time stated, or for a reasonable time if none is stated, up to a maximum of three months.1Legal Information Institute. Uniform Commercial Code 2-205 – Firm Offers After three months, the offer becomes revocable again unless the offeree provides consideration to create a standard option.
Three requirements must all be met. The offeror must be a merchant, meaning someone who regularly deals in goods of that kind. The offer must be in a signed writing. And the writing must contain language assuring the offer will stay open. A casual verbal promise from a merchant to hold a price does not qualify. If the firm offer language appears on a form the offeree supplied, the offeror must separately sign that specific term.1Legal Information Institute. Uniform Commercial Code 2-205 – Firm Offers
Once Performance Has Started on a Unilateral Offer
A unilateral contract is one accepted through performance rather than a promise. “I’ll pay you $500 to paint my fence” is the classic setup. The offeree accepts by painting, not by saying yes. If the offeror could revoke at any point before the job finished, the offeree could do most of the work and get nothing.
Under the Restatement (Second) of Contracts § 45, an option contract is created the moment the offeree begins the invited performance. Once the painter starts applying paint, the offeror must give a reasonable opportunity to finish, and the offer is irrevocable for that period.
The critical line is between preparation and performance. Buying paint and brushes is preparation. Putting paint on the fence is performance. Only performance triggers the protection. Preparation alone, even expensive preparation, does not make the offer irrevocable, though it may support a separate claim for reliance damages under promissory estoppel.
Reasonable Reliance by the Offeree
Even without an option or a firm offer, an offer can become irrevocable if the offeree reasonably relied on it to their detriment. Under the Restatement (Second) of Contracts § 90, a promise that the promisor should reasonably expect to induce action, and that does induce action, is binding if enforcement is the only way to avoid injustice.
Construction bidding is the textbook example. A subcontractor submits a bid to a general contractor, who uses that number in a bid on the overall project. If the general contractor wins the project based on that number, many courts hold the subcontractor cannot revoke, because the reliance was foreseeable and the general contractor is now committed at that price.
What It Costs to Revoke an Offer You Were Required to Keep Open
Revoking an irrevocable offer exposes you to damages, and the measure depends on why the offer was locked in.
For option contracts and firm offers, the offeree can typically recover expectation damages: the difference between your offer price and the cost of a substitute. A seller who promised materials for $50,000 under a firm offer and then revoked, forcing the buyer to pay $65,000 elsewhere, owes $15,000.
For promissory estoppel claims, courts more commonly award reliance damages, meaning out-of-pocket costs the offeree incurred in trusting the offer. Courts have broad discretion to limit the remedy “as justice requires,” which sometimes means the offeree recovers less than full expectation damages. Specific performance, where a court orders the deal to go through, is rare here and generally reserved for unique property or situations where money is inadequate.
Other Ways the Offer May Already Be Gone
Revocation is not the only way an offer ends. Several events kill an offer automatically, and if any of them has already happened, there is nothing left for you to revoke.
- Rejection. Once the offeree clearly says no, the offer is dead. A later change of heart does not revive it; the offeree’s attempt to accept is treated as a new offer that you can take or ignore.
- Counteroffer. Responding with different terms terminates the original offer and creates a new one. If you offer a car for $20,000 and the buyer responds with $18,000, the $20,000 offer is gone. The buyer cannot later come back and accept $20,000.
- Lapse of time. An offer with a deadline expires when the deadline passes. If no time is specified, it expires after a reasonable period, which depends on context. An offer to buy perishable goods has a much shorter reasonable life than an offer to buy real estate.
- Death or incapacity. If either party dies or becomes legally incapacitated before acceptance, the offer terminates automatically, with no communication required. This rule applies to ordinary revocable offers; option contracts backed by consideration may survive the offeror’s death because they are already binding agreements.
The difference matters when you are deciding whether to send a revocation at all. Revocation requires you to act and, in most cases, to communicate. Rejection, counteroffer, lapse, and death all operate on their own once the triggering event occurs, and if one of them has already happened, your revocation is unnecessary.