Who May Accept.

An offer may be accepted only by the person to whom it is directed. If anyone else attempts to accept it, no agreement or contract with that per­son arises.

If the offer is directed not to a specified individual but to a particular class, it may be accepted by anyone within that class. If the offer is made to the public at large, it may be accepted by any member of the public at large who has knowledge of the existence of the offer.

When a person to whom an offer was not made attempts to accept it, the "acceptance" has the effect of an offer. If the original offerer is willing to accept this offer, a binding contract arises. If the offerer does not accept the new offer, there is no contract.

FACTS:

Sbuford offered to sell a specified ma­chine to the State Machinery Co. The Nutmeg State Machinery Corp. heard of the offer and notified Shuford that it accepted. When Shuford did not deliver the machine, the Nutmeg Corp. sued him for breach of contract. Could the Nutmeg Corp. recover?

DECISION:

No. Nutmeg did not have a contract with Shuford since Shuford had made the offer to State Machinery. Only the person to whom an offer is made can accept an offer. No con­tract arises when a third person accepts the of­fer. [Nutmeg State Machinery Corp. v Shuford, 129 Conn 659, 30 A2d 911 (1943)]

Manner of Acceptance.

The acceptance must conform to any conditions expressed in the offer concerning the manner of acceptance. When the offeror specifies that there must be a written acceptance, no contract arises when the offeree makes an oral acceptance. If the offeror calls for an acceptance by a specified date, a late acceptance has no effect. When an acceptance is required by return mail, it is usually held that the letter of acceptance must be mailed the same day that the offer was received by the offeree. If the offer specifies that the accep­tance be made by the performance of an act by the offeree, the latter cannot accept by making a promise to do the act but must actually perform ic.

When a person accepts services offered by another and it reasonably appears that compensation was expected, the acceptance of the services with­out any protest constitutes an acceptance of the offer and a contract exists for the payment for such services.

When the offeror has specified a particular manner of acceptance, ihe offeree cannot accept in any other way. However, acceptance in some other way is effective (1) if the manner of acceptance specified was merely a sug­gested alternative and was not clearly the exclusive method of acceptance, or (2) if the offeror has proceeded on the basis that there had been an effective acceptance.

FACTS:

Brown made an offer to purchase the house of Overman. Brown made the offer on a standard printed form. Underneath Brown's sig­nature was the statement: "ACCEPTANCE ON REVERSE SIDE." Overman did not sign the of­fer on the back but sent Brown a letter accepting the offer. Later Brown refused to perform the contract. Overman sued him for breach of con­tract. Brown claimed that there was no contract because the offer had not been accepted in the manner specified by the offer.

DECISION:

Judgment for Overman. The printed -|prm of offer did not make accepting the offer depend upon signing on the reverse side of the paper. Consequently a letter that would make a reasonable person believe that the offer had been accepted was effective as an acceptance. Overman's letter expressed that intent and therefore constituted an acceptance of Brown's offer, thereby giving rise to a contract, [Over­man v Brown, 220 Neb 788, 372 NW2d 102 (1985)]

a) Silence as Acceptance. In most cases, the offeree's silence and failure to act cannot be regarded as an acceptance. Ordinarily the offerer is not permitted to frame an offer in such a way as to make the silence and in­action of the offeree operate as an acceptance.

FACTS:

Everlith obtained a one-year liability policy of insurance from the insurance com­pany's agent, Phelan. Prior to the expiration of the year, Phelan sent Everlith a renewal policy covering the next year, together with a bill for the renewal premium. The bill stated that the policy should be returned promptly if the renewal was not desired. Everlith did not return the policy or take any other action relat­ing to the insurance. Phelan sued for the renewal premium.

DECISION:

The silence of Everlith did not con­stitute an acceptance since there was not a sufficient prior course of conduct between the parties which would lead a reasonable person to believe that the silence indicated an acceptance. The single transaction that had occurred in the past did not establish a course of conduct. [Phelan v Everlith, 22 Conn Supp 377, 173 A2d 601 (1961)]

In the case of prior dealings between the parties, as in a record or book club, the offeree may have a duty to reject an offer expressly and the offeree's silence may be regarded as an acceptance.

(b) Unordered Goods and Tickets. When a seller writes to a person with whom the seller has not had any prior dealings that, unless notified to the contrary, specified merchandise will be sent to be paid for at stated prices, there is no acceptance if the recipient of the letter ignores the offer and does nothing. The silence of the person receiving the letter is not an acceptance, and the sender as a reasonable person should recognize that none was intended.

This rule applies to all kinds of goods, books, magazines, and tickets sent to a person through the mail when they have not been ordered. The fact that the items are not returned does not mean that they have been accepted; that is, the offeree is neither required to pay for nor return the goods or other items. If desired, the recipient of the unordered goods may write "Return to Sender" on the unopened package and put the package back into the mail without any additional postage. This is not required and the Postal Reorganization Act of 1970 provides that the person who receives unordered mailed merchandise from a commercial (noncharitable) sender has the right "to retain, use, discard, or dispose of it in any manner the recipient sees fit without any obligation whatsoever to the sender." It provides further that any unordered merchandise that is mailed must have attached to it a clear and conspicuous statement of the recipient's rights to treat the goods in this manner.