Termination cont. + Acceptance setup

Class 7 built the death list for offers. This class finishes it. We close the termination map by working its life-support exceptions, the settings where an offer resists revocation even though the default rule lets an offeror take an offer back at any time before acceptance. Then we cross the bridge into Chapter 6: once an offer survives long enough to be accepted, what counts as acceptance, and what happens when the two sides’ writings do not match? That last question, the battle of the forms under UCC § 2-207, is where the next two classes live.

Finishing the termination map

R2d § 36. An offeree’s power of acceptance terminates by rejection or counter-offer, lapse of time, revocation by the offeror, or death or incapacity of either party. Smaligo v. Fireman’s Fund anchors the first branch: rejection need not be spoken. The Smaligos demanded arbitration before accepting the insurer’s settlement offer, and that conduct was inconsistent with acceptance, so under R2d § 38 it operated as an implied rejection that terminated the offer. The map from Class 7 is now complete; today we mark the exits that an offer can resist.

The option-contract exceptions to free revocability

R2d § 45. Where an offer invites acceptance by performance and does not invite a return promise, an option contract is created the moment the offeree tenders or begins the invited performance. The offeror can no longer revoke mid-stride, though the offeree stays free to walk away until performance is complete. This is the part-performance brake on revocation.

R2d § 87. An offer is binding as an option contract if it is in a signed writing reciting a purported consideration and proposing a fair exchange within a reasonable time, or if it is made irrevocable by statute. Subsection (2) adds a reliance-based option: an offer the offeror should reasonably expect to induce substantial action or forbearance before acceptance, and which does induce it, is binding as an option contract to the extent necessary to avoid injustice.

UCC § 2-205 (firm offer). A merchant’s signed written offer giving assurance that it will be held open is irrevocable for the time stated, or a reasonable time if none is stated, but never more than three months. It is the firm offer’s distinguishing feature that it holds an offer open without consideration. Distinguish it from the R2d § 87 option: the firm offer requires a merchant and a signed writing but no consideration; the common-law option requires consideration (or recited consideration) but no merchant status.

Crossing into acceptance

R2d § 50. Acceptance is a manifestation of assent to the terms of the offer, made by the offeree in a manner invited or required by the offer. R2d § 58 states the common-law mirror-image rule: an acceptance must comply with the requirements of the offer. R2d § 63 is the mailbox rule: an acceptance sent by an invited medium is operative on dispatch, but an acceptance under an option contract is operative only on receipt. UCC § 2-207 is the sales-of-goods counterweight: a definite and seasonable expression of acceptance operates as an acceptance even though it states additional or different terms. These are the rules Class 9 works in full; today we only set them on the page.

Cases

Smaligo v. Fireman’s Fund Insurance Co. shows rejection by conduct: demanding arbitration was inconsistent with accepting the settlement, so the offer was gone before the late acceptance. It closes the termination map. Flender Corp. v. Tippins International previews the knockout branch of UCC § 2-207: when buyer’s purchase order and seller’s invoice named conflicting dispute-resolution forums (arbitration in Vienna versus litigation in Chicago), both clauses dropped out and background law supplied the gap. State Department of Transportation v. Providence & Worcester Railroad previews the other side: an acceptance that adds only immaterial terms, or relieves the offeror of a burden, is still an acceptance, not a counter-offer. Class 9 walks both cases through the full tree.

What you should be able to do

Complete the R2d § 36 termination map and place Smaligo on its rejection-by-conduct branch. Distinguish the three devices that hold an offer open against revocation, the part-performance option (R2d § 45), the consideration-or-reliance option (R2d § 87), and the merchant firm offer (UCC § 2-205), and pick the right one on a hypothetical. State the acceptance rules you will use next class: the definition (R2d § 50), the mirror-image rule (R2d § 58), the mailbox rule (R2d § 63), and the UCC § 2-207 alternative for goods. Class 9 takes up Flender and State DOT in full to map when offer and acceptance need not match.