ACCEPTANCE
acceptance,n.1. An offeree’s assent, either by express act or by implication from conduct, to
the terms of an offer in a manner authorized or requested by the offeror, so that a binding contract
is formed. • If an acceptance modifies the terms or adds new ones, it generally operates as a
counteroffer. Cf. OFFER. [Cases: Contracts 22(1). C.J.S. Contracts §§ 46–51, 53–54; Trading
Stamps and Coupons §§ 7–9.]
acceptance by silence.Acceptance of an offer not by explicit words but through the lack of an
offeree’s response in circumstances in which the relationship between the offeror and the offeree
justifies both the offeror’s expectation of a reply and the offeror’s reasonable conclusion that the
lack of one signals acceptance. • Ordinarily, silence does not give rise to an acceptance of an offer.
[Cases: Contracts 22(1). C.J.S. Contracts §§ 46–51, 53–54; Trading Stamps and Coupons §§
7–9.]
qualified acceptance.A conditional or partial acceptance that varies the original terms of an
offer and operates as a counteroffer; esp., in negotiable instruments (bills of exchange), an
acceptor’s variation of the terms of the instrument. [Cases: Bills and Notes 83. C.J.S. Bills and
Notes; Letters of Credit § 38.]
2. A buyer’s assent that the goods are to be taken in performance of a contract for sale. •
Under UCC § 2-606, a buyer’s acceptance consists in (1) signifying to the seller that the goods are
conforming ones or that the buyer will take them despite nonconformities, (2) not making an
effective rejection, or (3) taking any action inconsistent with the seller’s ownership. If the contract
is for the sale of goods that are not identified when the contract is entered into, there is no
acceptance until the buyer has had a reasonable time to examine the goods. But if the buyer deals
with them as owner, as by reselling them, a court may find constructive acceptance. [Cases: Sales
178(1). C.J.S. Sales §§ 189–191, 194–197.]“Acceptance means communicated acceptance…. [It]
must be something more than a mere mental assent.” William R. Anson, Principles of the Law of
Contract 34 (Arthur L. Corbin ed., 3d Am. ed. 1919). [But Corbin adds:] “This use of the word
‘communicated’ is open to some objection. To very many persons the word means that knowledge
has been received. Frequently a contract is made even though the offeror has no such knowledge.
In such case the acceptance is not ‘communicated’ and yet it consummates the contract.” Id. n.2.
“Acceptance of a conveyance or of a document containing a promise is a manifestation of
assent to the terms thereof made, either before or after delivery, in accordance with any
requirements imposed by the grantor or promisor. If the acceptance occurs before delivery and is A
not binding as an option contract, it is revocable until the moment of delivery.” Restatement
(Second) of Contracts § 106 (1979).
3. The formal receipt of and agreement to pay a negotiable instrument. [Cases: Bills and
Notes 66–84. C.J.S. Bills and Notes; Letters of Credit §§ 4, 19, 21, 24, 37–40.] 4. A negotiable
instrument, esp. a bill of exchange, that has been accepted for payment.
acceptance au besoin (oh b<<schwa>>-zwan). [French “in case of need”] An acceptance by
one who has agreed to pay the draft in case the drawee fails to do so.
acceptance for honor.An acceptance or undertaking not by a party to the instrument, but by a
third party, for the purpose of protecting the honor or credit of one of the parties, by which the
third party agrees to pay the debt when it becomes due if the original drawee does not. • This type
of acceptance inures to the benefit of all successors to the party for whose benefit it is made. —
Also termed acceptance supra protest; acceptance for honor supra protest. [Cases: Bills and Notes
71. C.J.S. Bills and Notes; Letters of Credit § 37.]
“ ‘Acceptance for honour supra protest’ is an exception to the rule that only the drawee can
accept a bill. A bill which has been dishonoured by non-acceptance and is not overdue may, with
the consent of the holder, be accepted in this way for the honour of either the drawer or an
indorser (i.e., to prevent the bill being sent back upon the drawer or indorser as unpaid) by a friend
placing his own name upon it as acceptor for the whole, or part only, of the amount of the bill;
after a protest has been drawn up declaratory of its dishonour by the drawee. Similarly, where a
bill has been dishonoured by non-payment and protested any person may intervene and pay it
supra protest for the honour of any person liable thereon; the effect being to discharge all parties
subsequent to the party for whose honour it is paid.” 2 Stephen’s Commentaries on the Laws of
England 202–03 (L. Crispin Warmington ed., 21st ed. 1950).
accommodation acceptance.The acceptance of an offer to buy goods for current or prompt
shipment by shipping nonconforming goods after notifying the buyer that the shipment is intended
as an accommodation. • This type of “acceptance” is not truly an acceptance under contract law,
but operates instead as a counteroffer if the buyer is duly notified. [Cases: Sales 23(4). C.J.S.
Sales §§ 38–40.]
banker’s acceptance.A bill of exchange drawn on and accepted by a commercial bank. •
Banker’s acceptances are often issued to finance the sale of goods in international trade. — Abbr.
BA. — Also termed bank acceptance. [Cases: Banks and Banking 189; Bills and Notes 151.
C.J.S. Banks and Banking §§ 452–458; Bills and Notes; Letters of Credit § 131.]
blank acceptance.Acceptance by a bill-of-exchange drawee before the bill is made, as
indicated by the drawee’s signature on the instrument.
conditional acceptance.An agreement to pay a draft on the occurrence or nonoccurrence of a
particular event. [Cases: Bills and Notes 83. C.J.S. Bills and Notes; Letters of Credit § 38.]
express acceptance.A written or oral expression indicating that the drawee has seen the
instrument and does not dispute its sufficiency. • While a written acceptance is typically signified A
by the stamped or written word “ac-cepted” or “presented,” usu. on the instrument itself, an oral
acceptance must be made directly to a drawer or holder who has waived the right to a written
implied acceptance.An acceptance implied by a drawee whose actions indicate an intention to
comply with the request of the drawer; conduct by the drawee from which the holder is justified in
concluding that the drawee intends to accept the instrument. [Cases: Bills and Notes 70. C.J.S.
Bills and Notes; Letters of Credit § 21.]
special acceptance.An acceptance that departs from either the terms of a bill or the terms
added to but not otherwise expressed in a bill. • An example is an acceptance of a draft as payable
in a particular place even though the draft contains no such limitation. [Cases: Bills and Notes
83. C.J.S. Bills and Notes; Letters of Credit § 38.]
trade acceptance.A bill of exchange for the amount of a specific purchase, drawn on and
accepted by the buyer for payment at a specified time. [Cases: Bills and Notes 1. C.J.S. Bills and
Notes; Letters of Credit §§ 2–3, 5–6, 8–9, 17–18, 22.]
5. An insurer’s agreement to issue a policy of insurance. [Cases: Insurance 1731. C.J.S.
Insurance §§ 273, 276–280.] — accept,vb.“And in some instances, insurance companies have
even specified in the application forms that acceptance of an applicant’s offer will not occur until
the insurance policy is literally delivered to the applicant — that is, the insurer chooses to
structure the arrangement so that acceptance is to be manifested by the physical delivery of the
insurance policy to the applicant.” Robert E. Keeton & Alan I. Widiss, Insurance Law: A Guide to
Fundamental Principles, Legal Doctrines, and Commercial Practices § 2.1, at 39–40 (1988).
6. An heir’s agreement to take an inheritance. See TACIT ACCEPTANCE. 7. See
ADOPTION(5). [Blacks Law 8th]