Contracts sample analysis
MBE Contracts Offer and Acceptance Fact Pattern + Analysis
Work through a fresh MBE Contracts offer and acceptance fact pattern with a clean mailbox-rule analysis, common distractors, and a short quiz teaser.
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Fact pattern
Lakefront Outfitters emailed Morgan at 9:00 a.m. on Monday: "We will sell 80 camping stoves for $42 each. Let us know by Friday at 5:00 p.m. if you accept." On Tuesday afternoon, Lakefront mailed a signed revocation. Morgan mailed an acceptance on Wednesday morning after reading the original email and then sent a short follow-up email on Thursday that said, "Confirming that I accepted the stove deal." Morgan received the mailed revocation late Friday afternoon. Lakefront now argues that no contract formed because it mailed the revocation before Morgan received it.
Quick answer
A contract formed on Wednesday morning when Morgan dispatched the acceptance, so Lakefront is bound to sell the 80 camping stoves at the stated price. An offer creates the power of acceptance when it justifies the offeree in understanding that assent will conclude the bargain. A revocation is generally effective only when received by the offeree. By contrast, a properly dispatched acceptance sent by an authorized or reasonable medium is effective on dispatch under the mailbox rule unless the offer says otherwise. If the offeree dispatches an acceptance before receiving a revocation, the acceptance controls and the contract forms at dispatch.
IRAC analysis
Did Morgan form a contract before Lakefront's attempted revocation became effective?
An offer creates the power of acceptance when it justifies the offeree in understanding that assent will conclude the bargain. A revocation is generally effective only when received by the offeree. By contrast, a properly dispatched acceptance sent by an authorized or reasonable medium is effective on dispatch under the mailbox rule unless the offer says otherwise. If the offeree dispatches an acceptance before receiving a revocation, the acceptance controls and the contract forms at dispatch.
Lakefront's Monday email was a valid offer because it identified the goods, quantity, price, and a firm deadline. Nothing in the email required acceptance by a single exclusive method, so ordinary commercial methods such as mail or email were reasonable…
Primary law and source anchors
- Restatement (Second) of Contracts Section 24 Definition of offer and creation of the power of acceptance.
- Restatement (Second) of Contracts Section 42 Revocation by communication from the offeror is effective on receipt.
- Restatement (Second) of Contracts Section 63 A properly dispatched acceptance is effective on dispatch unless an exception applies.
- UCC Section 2-206 An offer to make a contract invites acceptance in any reasonable manner unless otherwise indicated.