This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
As has been said before1 offers may be divided into two general classes with reference to the method in which they must be accepted. In one class, the offer itself, either by its express terms or by fair construction, shows that the offer is to be accepted by the offeree's making to the offeror the promise which such offer requires in return for itself. In contracts of this sort, where the parties are in communication, the courts regularly assume that the offeror stipulated for communication to himself of the offeree's determination to accept. While it would be possible to provide that the offeree may make such promise by doing a specified act without reference to whether the doing of such act comes to the knowledge of the offeror or not, such terms are rarely found in an offer of this class; and in their absence it is necessary that the offeree should communicate to the offeror his intention to accept such offer. A mere mental intention to accept an offer of this sort, not followed by such act or notice as is sufficient in law to charge the party making the offer with notice of the acceptance, does not have any legal effect in converting the offer into a contract.2 A promised to sell a certain crop to B at a certain price and it was agreed that B should inspect the crop and that if he was satisfied therewith, it should be his. It was held that no contract was completed when B had seen such crop and had been satisfied with it, unless he had notified A of his acceptance.3 A statement by a principal to his agent, showing his intention to accept an offer made by a third person, but not authorizing the agent to communicate such acceptance to such third person, is not an acceptance.4 An offer to a corporation is not accepted by the corporation's adoption of a resolution to accept the offer, of which resolution no notice is given.5 But where A signed an application for a mortgage and the finance committee who had power to make the loan approved it, such acceptance was held sufficient.6 A made a proposition to a corporation through its committee for the termination of a lease. The committee recommended the acceptance of this proposition; and the corporation accepted the report of the committee. No communication of this was made to A by authority of the corporation. It was held that no contract was made.7 A vote by the officers of a corporation or municipality to accept a certain bid, is not of itself an acceptance of such bid, so as to create a contract between the bidder and the corporation.8 The adoption of a resolution by a public board, finding that a certain bidder is the lowest and best bidder, and directing the clerk to notify such bidder of such fact, is not an acceptance of the bid, at least until notice is given.9 So no contract was made where the plans of all the architects submitted were rejected. A, one of the architects, was by vote of the board chosen as architect. This vote was reconsidered and rescinded before A was notified by the board, though he learned it from some members; or before A accepted.10 So where A offered to join in buying future cotton, but was not notified of acceptance till the transaction was completed, at a loss, there was no contract.11 Writing a letter or telegram of acceptance is, of itself, no acceptance of the offer, as it is merely the uncommunicated determination of the offeree to accept.12 A marked exception to the general tendency of our law to demand actual communication to the offeror is found in offers which are to be accepted by mail or telegram. If the offer, by fair contemplation, is to be accepted by mail or telegraph, the transmission of the letter or telegram of acceptance completes the contract, in the absence of express or implied provisions to the contrary in the offer, even if such acceptance is lost and the offeror does not know that it has been made.13
5 Peterson v. Jahn Contracting Co., 96 Wash. 210, 164 Ac. 937.
6 See if 190 et seq.
7 See Sec. 116.
8 Hewitt v. Anderson, 56 Cal. 476, 38 Am. Rep. 65.
9 Hewitt v. Anderson, 56 Cal. 476, 38 Am. Rep. 65.
1 See Sec. 51 et seq.; 130 et seq., and 190 et seq.
2 District of Columbia. Metzler v. Harry Kaufman Co., 32 D. C. App. 434.
Indiana. Sprankle v. Trulove, 22 Ind. App. 577, 54 N. E. 461.
Kansas. Trounstine v. Sellers, 35 Kan. 447, 11 Ac. 441; J. I. Case Plow Works v. Thorne, 102 Kan. 849, 172 Ac. 38.
Michigan. Bowen v. McCarthy, 85 Mich. 26, 48 N. W. 155.
Mississippi. Keene v. Lowenthal, 83 Miss. 204, 35 So. 341.
Missouri. Lancaster v. Elliott, 28 Mo. App. 86; Cangas v. Mfg. Co., 37 Mo. App. 297.
New Hampshire. Perry v. Ins. Co., 67 N. H. 291, 68 Am. St. Rep. 668, 33 Atl. 731.
New York. White v. Corlies, 46 N. Y. 467.
North Dakota. Shellburg v. Wilton Bank, - N. D. - , 167 N. W. 721.
Ohio. State, ex rel., v. Board of Public Service, 81 O. S. 218, 90 N. E. 389.
South Carolina. Connor v. Renneker, 25 S. Car. 514.
West Virginia. Weaver v. Burr. 31 W. Va. 736, 3 L. R. A. 94, 8 S. E. 743; Dyer v. Duffy, 39 W. Va. 148, 24 L. R. A. 339, 19 S. E. 540.
3 "The plea is not good without showing that he had notified the other that he was satisfied, for it is trite learning that the thought of man can not be tried, for the Devil himself has no knowledge of the thought of man": Y. B. 17 Ed. IV, Pasch. pl. 2.
4 Keene v. Lowenthal, 83 Miss. 204, 35 So. 341.
5 Cozart v. Herndon, 114 N. Car. 252, 19 S. E. 158.
6 New York, etc., Co. v. Lord, 100 Fed. 17, 40 C. C. A. 585.
7 Carroll v. Society, 125 Mass. 565.