Wis JI-Civil 3014

To create a contract, an offer must be accepted by one having the right to accept,

while the offer is still open. Acceptance of an offer is an assent by the offeree to its terms

without qualification; acceptance may be made by a communication to the offeror, either in

writing or orally; acceptance may also be implied from the conduct of the parties.

If the offer requires the acceptance to be communicated to the offeror in a specified

manner, there is an effective acceptance if the acceptance is made in that manner. If the

manner of communicating the acceptance has not been specified, any reasonable manner or

means of communication may be used. In either case, if actual notice of the acceptance

reaches the offeror while the offer is still open, it makes no difference how it reached the

offeror.

An attempted acceptance coupled with any condition that varies or adds to the offer

amounts to a rejection of the offer and is instead the submission of a counteroffer. However,

a mere suggestion, inquiry, or request which is not made a condition of acceptance and which

does not vary the terms of the offer will not defeat the acceptance.

[Where goods or merchandise are involved, a definite and seasonable expression of

acceptance, or a written confirmation which is sent within a reasonable time, operates as an

acceptance, even though it states terms additional to or different from those offered or agreed

upon, unless such terms materially alter the contract or are seasonably objected to by the

offeror.]

An offeree has a right to make no reply to an offer, and his or her silence or inaction

cannot be construed as an acceptance unless the relationship between the parties has been

such as to give the significance of an acceptance to silence or inaction.

If the offer asks the offeree for a promise, the making of the promise is an acceptance.

If the offer asks the offeree for an act, the commencement of the act by the offeree is the

acceptance.

[But where goods are involved, the commencement of performance by an offeree can

be effective as an acceptance so as to bind the offeror only if commencement is followed

within a reasonable time by notice to the offeror.]