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Offer and Acceptance: How a Contract Is Formed

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By

ACL

The short answer

A contract forms when one party makes a definite offer and the other accepts it. Whether a quote, email, or purchase order counts as an offer or an acceptance often decides whether a deal exists and on what terms.

Where it fits in your case

In disputes over whether a deal was ever made, or whose terms govern.

What to expect

  • Price quotes are usually invitations to negotiate, not offers, unless they are definite and invite acceptance.

  • Counteroffers. Proposing new terms generally rejects the original offer; for goods, the UCC’s battle-of-the-forms rules may still find a contract.

  • Shipping goods can accept a purchase order.

  • Firm offers and options. A merchant’s signed promise to hold an offer open can be binding without payment; other options usually require consideration.

What we need from you

The full exchange of quotes, purchase orders, acknowledgments, and emails, in order.

Common misconceptions

  • “No signature, no contract.” Conduct and emails can create one.

  • “Our terms on the back of the form control.” Competing forms are resolved by specific rules.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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