Also known as: powers of acceptance
Written by attorneys · grounded in primary & secondary sources — see below
A legal power conferred by an offer on an offeree that permits the offeree to form a contract by manifesting assent to the offer's terms. The offeror controls who receives the power and the manner in which it may be exercised. Once created, the power remains available until terminated by rejection, counter-offer, revocation, lapse of time, death or incapacity, or failure of a condition.
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Portia Price received an email from a city arts commission offering her a mural commission if she submitted sketches by the next board meeting. The email was sent only to three named local artists. An uninvited artist learned of the project through a museum and submitted an installation. Only Portia held the power to accept because the offeror's manifested intention created the power solely in the specified recipients.
Patrick Phan received a letter from Metro Insurance offering to waive a surcharge if he personally completed a safe-driving course. The letter was addressed only to the named policyholder. Patrick's son completed the course instead. The son acquired no power of acceptance because the offer created that power only in the specified person who could furnish the requested performance.
Phoebe Park paid Precision Tools $50 for a signed option agreement that kept open a licensing offer for thirty days. Two weeks later Precision Tools attempted to retract the offer. Phoebe accepted unequivocally within the thirty-day period. The power of acceptance remained intact because the option contract prevented termination by revocation.
Piper Patel received an email from North Garage offering a used sedan for a stated price and inviting acceptance by signing paperwork. Piper replied that she would buy only if floor mats were added at no charge. North Garage sold the car to another buyer the next morning. Piper's price inquiry operated as a counter-offer that terminated her power of acceptance before any later attempt to accept the original terms.
Pilar Pena received an email from the City of Independence offering a mural commission if she submitted sketches and painted a test section before the next board meeting. The city later emailed that the project was on hold due to budget shortfalls, and Pilar received the message. She continued working and submitted sketches anyway. The city's manifestation of intent not to proceed terminated her power of acceptance upon receipt.
Only the person or persons the offeror intended to empower may accept. An offer may limit the power to a named individual, a specified class, or anyone who renders a particular performance. A third party who learns of the offer cannot create a contract by performing the requested act.
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Yes. The power of acceptance under an option contract survives rejection, counter-offer, revocation, and the offeror's death or incapacity unless the parties discharge the contractual duty. The offeree may still accept within the option period.
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A counter-offer terminates the power unless the offeror has manifested a contrary intention or the counter-offer itself shows the offeree intends to keep the original offer open. The termination occurs upon receipt by the offeror.
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The power ends when the offeree receives a manifestation that the offeror no longer intends to enter the proposed contract. Direct communication or reliable indirect information of inconsistent action both suffice. Receipt, not subjective understanding, controls.
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No contract forms. Once the power ends by any recognized method, a later manifestation of assent cannot create mutual assent or bind the offeror.
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