This chapter examines the many ways an offer can die before acceptance, including revocation, rejection, lapse, and the creation of option contracts. In Riddles in the Dark, the pressure of timing and performance captures how fragile an outstanding offer can be.
Doctrinal map
Five ways an offer dies: lapse (R2d § 41), revocation (R2d § 42), rejection (R2d § 38), counter-offer (R2d § 39), and death or incapacity (R2d § 48). The student should know each one, the exceptions (firm offer under UCC § 2-205; option contract under R2d § 87; offer becoming irrevocable through reliance under R2d § 87(2), Drennan v. Star Paving), and the rejection-by-conduct doctrine illustrated in Smaligo v. Fireman’s Fund.
Key Sources
Key Rules
- R2d § 36: Offer terminates by rejection, counter-offer, lapse, revocation, or death
- R2d § 42: Revocation by communication before acceptance
- R2d § 45: Option contract created by beginning performance of unilateral contract
- R2d § 87: Option contract created by signed writing