Also known as: promissory acceptances
Written by attorneys · grounded in primary & secondary sources — see below
A mode of accepting an offer by giving a return promise to perform rather than by rendering the invited performance itself.
Prism Analytics emailed freelance coder Philip Powell a detailed request for a working software module and promised payment upon delivery. The message invited no return promise. Philip began coding the module the next day. An option contract formed that barred Prism from revoking while Philip continued the work.
Pulse Media posted a public reward for the first developer who identified a security flaw under specified testing rules. The post invited no promises. Developer Pablo Perez began the tests and completed most of the protocols. Pablo then emailed Pulse that he would finish only if the company added extra payment terms. The email prevented Pablo's partial work from operating as acceptance.
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An offer invites promissory acceptance when its language and circumstances show that the offeror seeks a return promise to conclude the bargain. The Restatement sections distinguish this from offers that invite only the requested performance. Courts examine the offer's wording to determine the intended mode of acceptance.
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An option contract arises that makes the offer irrevocable for a reasonable time while the offeree completes the invited performance. The offeror's ultimate duty to pay remains conditional on full completion. This protection prevents revocation after the offeree has relied by starting the work.
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Yes. If the offeree manifests an intention not to accept before the offeror performs, the partial performance does not constitute acceptance. The rule in section 53(3) treats that manifestation as negating any acceptance by performance.
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The reply can show that the offeree did not treat the offer as inviting acceptance by performance alone. When the reply conditions payment on further written confirmation that the offeror never provides, the performance does not operate as acceptance.
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