Written by attorneys · grounded in primary & secondary sources — see below
A manifestation by an offeree of unwillingness to accept an offer. The manifestation terminates the offeree's power of acceptance unless the offeror has indicated otherwise or the parties have formed an option contract.
Sources & Authorities
How it applies
Common Examples
6
Rejection Ends Acceptance Power
Fernando Farrell offers to sell equipment to Frontier Capital for a fixed price. Frontier Capital replies that the price is too high and it will not proceed. When Frontier Capital later attempts to accept the original terms, Fernando Farrell refuses because the rejection already terminated the power of acceptance.
Entire Bill Must Be Approved or Rejected
Congress passes a spending bill with multiple grant programs. The President signs the bill but then directs an agency to cancel only the grants for certain technology firms. The directive is invalid because the President may reject an entire bill or approve it but may not cancel selected provisions after enactment.
Select any source to read its text and confirm it supports the definition.
Cases
Statutes
Uniform Acts
Model Codes
Restatements
Dictionaries
Buyer Holds Goods After Rejection
Ferrum Metals delivers nonconforming steel to Foster Forge. Foster Forge rightfully rejects the shipment but retains the steel while incurring inspection and storage costs. Foster Forge may hold the steel under a security interest for those expenses and may resell it to recover its outlays.
Option Contract Survives Rejection
Felicia Fuentes pays a fee for a thirty-day option to purchase land from Frank Fisher. Felicia Fuentes tells Frank Fisher she rejects the deal. When she later decides to exercise the option within the thirty days, Frank Fisher must honor it because rejection does not terminate the power of acceptance under an option contract.
Market Price at Place of Arrival
Freeman Engineering ships goods to Francisco Frost. Francisco Frost rejects the goods after they arrive because they fail to conform. Damages are measured by the market price at the place of arrival rather than the place of tender.
Rejection Terminates Power of Acceptance
Forrest Falconer offers to sell machinery to Fatou Fall. Fatou Fall responds that she will not accept the offer. When Fatou Fall later tries to accept the same terms, Forrest Falconer is free to refuse because the rejection already ended her power of acceptance.
Common questions
Frequently Asked
4
Does a rejection terminate the power of acceptance under an option contract?+
No. Rejection or counter-offer does not terminate the power of acceptance under an option contract unless the requirements for discharge of a contractual duty are met.
Supporting sources
When is a written rejection received?+
A written rejection is received when the writing comes into the possession of the person addressed or a person authorized to receive it, or when it is deposited in an authorized place.
Supporting sources
What happens if an offeree rejects an offer by mail and then sends an acceptance?+
The rejection does not terminate the power of acceptance until received by the offeror. An acceptance sent after the rejection is effective only if received before the rejection.
Supporting sources
Does a manifestation of intention not to accept always constitute a rejection?+
Yes, unless the offeree manifests an intention to take the offer under further advisement.
Supporting sources
576 U.S. 644 (2015)Legislation and Regulation
…of the arguments presented by the States and their amici can have no effect on the dignity of those litigants. Its rejection of laws preserving the traditional definition of marriage can have no effect on the dignity of the people who voted for them. Its invalidation of those laws can have no effect on the…
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