Also known as: acceptance by promises · promissory acceptance
Written by attorneys · grounded in primary & secondary sources — see below
A manifestation of assent to an offer made by the offeree through a return promise rather than by rendering performance. Notification of the promise is essential unless the offer dispenses with it or circumstances indicate that silence constitutes assent.
HarborPoint Investments emailed analyst Maya a bonus plan requiring her to accept by signing an acknowledgment and enrolling in compliance training by Friday. Maya signed and returned the acknowledgment but missed the enrollment deadline. HarborPoint then withdrew the plan. Because Maya failed to complete every act the offer required for her return promise, no acceptance by promise occurred and no contract formed.
Harper & Lane LLP offered Jordan freelance work if Jordan accepted by replying in writing and uploading a signed confidentiality agreement that day. Jordan emailed agreement but uploaded an unsigned copy before starting research. The firm denied any contract. Jordan's failure to complete the signed upload meant the required return promise was never made, so no acceptance by promise took effect.
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Prairie Seeds offered Farmer Lopez a premium price if Lopez either signed and returned a commitment form or began planting specified hybrid seed. Lopez bought the seed and promptly began planting but never returned the form. Because the offer allowed acceptance by promise or performance, Lopez's commencement of planting operated as acceptance by performance rather than by return promise.
An offer requires acceptance by promise when its language specifies particular acts such as signing a document or sending a written reply. The offeree must complete every essential act to manifest the return promise. Partial steps do not suffice.
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Beginning performance does not constitute acceptance by promise if the offer expressly requires a promise through specific acts. The offeree must instead complete the acts that make the promise. Performance may be irrelevant or even indicate an intention not to accept by promise.
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Yes. The offeree must exercise reasonable diligence to notify the offeror or ensure the offeror receives the acceptance seasonably, unless the offer dispenses with notice or silence reasonably indicates assent.
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Yes. When the offer gives the offeree a choice, beginning the invited performance constitutes acceptance by performance and operates as a promise to complete. The offeree need not make an express return promise.
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