An offer may be terminated in any of the following ways: (1) By revocation; (2) by lapse of time; (3) by a counter offer or modified acceptance; (4) by the death or insanity of the party making the offer.
(1) If a mere offer until accepted is without consideration, the party making it is not bound thereby and may withdraw such offer at any time.6 To terminate the offer by revocation, it is necessary that notice should be given to the party to whom the offer is made. In Routledge vs. Grant,7 this right of the person making the offer to withdraw his offer at any time before acceptance was thus upheld by the Court which cites the earlier cases on this point: "The nonsuit was right on both grounds. I put it on the same footing as I did at nisi prius. Here is a proposal by the defendant to take property on certain terms - namely, that he should let into possession in July. In that proposal he gives the plaintiff six weeks to consider; but if six weeks are given on one side to accept an offer, the other has six weeks to put an end to it. One party cannot be bound without the other. This was expressly decided in Cooke vs. Oxley, where the defendant proposed to sell at a certain price, tobacco to the plaintiff, who desired to have till four in the afternoon of that day to agree to or dissent from the proposal; with which terms the defendant complied; and the plaintiff having afterward sued him for nondelivery of the tobacco, Lord Kenyon put it on the true ground, saying, 'At the time of entering into this contract the engagement was all one side; the other party was not bound.' Buller, J., said: 'It has been argued that this must be taken to be a complete sale from the time the condition was compiled with; but it was not complied with, for it is not stated that the defendant did agree at 4 o'clock to the terms of the sale, or even that the goods were kept till that time.' I put the present case on the same ground. At the time of entering into this contract the engagement was all on one side. In Payne vs. Cave, it was holden that the defendant, who had bid at an auction, might retract his bidding any time before the hammer was down, and the Court said: The auctioneer is the agent of the vendor, and the assent of both parties is necessary to make the contract binding; that is signified on the part of the seller by knocking down the hammer, which was not done here till the defendant had retracted. An auction is not unaptly called locus praeintentiae. Every bidding is nothing more than an offer on one side, which is not binding on either side till it is assented to. But, according to what is now contended for, one party would be bound by the offer, and the other not, which can never be allowed.'
5 6 Wendell, 103.
6 Burton vs. Shotwell, 13 Bush, 271; Cady vs. Straus, 97 Va., 701; 34 S. E., 615; Martin vs. Calloway, 30 Ind., 112. 7 4 Bingham, 653.
"These cases have established the principle on which I decide - namely, that, till both parties are agreed, either has a right to be off."
Even if the offer expressed gives a certain time for acceptance, it may be withdrawn at any time, provided there was no consideration for the offer.8 If, however, some consideration has been given for keeping the offer open for a certain time, a preliminary contract has been made and in case of the breach thereof, a suit for damages or even - under proper circumstances - a bill for specific performance will lie.9
(2) An offer may be terminated by lapse of time, either by the expiration of the prescribed time,10 or by the expiration of a reasonable time, when no time for acceptance is prescribed.11 This principle of the termination of an offer by lapse of time is illustrated by the case of William Loring et al. vs. City of Boston.12 The facts in the case were as follows: "On May 26, 1837, an advertisement was published in the daily papers in Boston: '$500 reward. The above reward is offered for the apprehension and conviction of any person who shall set fire to any building within the limits of the City. May 26, 1837. Samuel A. Eliot, Mayor.'
8 Brown vs. Union, 134 Cal., 448; 66 P., 592; Coleman vs. Apple-gate, 68 Md., 21; 11 A., 284; Crandall vs. Willig, 166 I11., 233, 239, 46 N. E., 755; Weiden vs. Woodruff, 38 Mich., 130; Larnon vs. Jordan, 56 I11., pp. 206-7.
9 Ross vs. Parks. 93 Ala., 153-8 So., 368; Perkins vs. Hadsell, 50 I11., 216; Clarno vs. Grayson,
30 Or. I11. 120; 46 P., 426; Black vs. Maddox, 104 Ga., 157; 30 S. E., 723.
10 Potts vs. Whitehead, 20 N. J.
Eq., 55-59; Longfellow vs. Moore, 102 I11., 289.
11 Keck vs. McKinley, 98 Pa., 616;
Larnon vs. Jordan, 56 I11., 204; Averill vs. Heddge, 12 Conn., 424-433. 12 Metcalf, 409.
"On May 27, 1837, the following advertisement was published in the same papers: '$1,000 reward. The frequent and successful repetition of incendiary attempts renders it necessary that the most vigorous efforts should be made to prevent their recurrence. In addition to the other precautions, the reward heretofore offered is doubled. One thousand dollars will be paid by the city for the conviction of any person engaged in these nefarious practices. May 27, 1837. Samuel A. Eliot. Mayor.' These advertisements were continued in the papers but about a week; but there was no vote of the city government, or notice by the mayor revoking the advertisements, or limiting the time during which they should be in force. Similar rewards for the detection of incendiaries had been before offered, and paid on the conviction of the offenders; and at the time of the trial of this case, a similar reward was daily published in the newspapers. "In January, 1841, there was an extensive fire on Washington Street when the Armory House (so-called) and several others were burned. The plaintiffs suspected that Samuel Marriott, who then boarded in Boston, was concerned in burning the said buildings. Soon after the fire said Marriott departed for New York. The plaintiffs declared to several persons their intention to pursue him and prosecute him, with the intention of gaining the reward of $1,000 which had been offered as aforesaid. They pursued said Marriott to New York, carried with them a person to identify him, arrested him, and brought him back to Boston. They then complained of him to the county attorney, obtained other witnesses, procured him to be indicted and prosecuted for setting fire to the said Armory House. And at the March Term, 1841, of the Municipal Court, on the apprehension and prosecution of said Marriott, and on the evidence given and procured by the plaintiffs, he was convicted of setting fire to said house, and sentenced to ten years' confinement in the State prison.