Читать книгу Canadian Business Contracts Handbook - Nishan Swais - Страница 25

Where there is no intention to offer, there is no offer at law. The same rule applies to acceptance. Where there is no intention to accept, there is no acceptance at law.

Returning to our earlier example: Suppose that you were intending to offer your car for sale to your friend when you said that it would be ideally suited to his business needs. Now suppose that your friend agreed that the car was exactly what he required. Has he accepted your offer?

The answer to that question comes down to whether we can infer an intention to accept your offer on the part of the offeree (i.e., your friend) when he agreed with your assessment about his needs. By agreeing with you, he might simply have been expressing an opinion about your recommendation, intending to communicate that he will go out and buy a car similar to yours. To be sure, it’s not entirely clear whether he accepted your offer, but common sense and most judges tell us that the answer is no.

Let’s take the question of intention to accept an offer one step further. Suppose you had come right out to your friend and said, “I’ll sell you my car for $10,000.” What could we infer about your friend’s intention if he responded, “I’ll think about it”? In that case, can it reasonably be said that the offeree’s intention is to communicate acceptance of the offer? Again, common sense tells us no. Clearly, the offeree’s mind is not made up.

Now suppose that, in response to your offer, your friend said, “Sounds good,” or “Awesome,” or “I’ve been waiting for you to finally sell it.” These answers would certainly tend to suggest that your friend intends to accept the offer. Can it be said for certain that he is accepting it? Not necessarily.

After all, the intended meaning of “Sounds good” may have been, “Your offer strikes me as fair, but I’ll pass.” The intended meaning of “Awesome” might have been, “Wow, you’ve finally decided to sell your car. I hope you find a buyer.” Even a response as seemingly unambiguous as, “I’ve been waiting for you to finally sell it” might simply have been intended to mean, “I always thought you should rid yourself of that heap and get a new car for yourself.”

As you can see, it is important to both the offeror and the offeree that acceptance be clearly communicated. In fact, courts require that acceptance be even more clearly communicated than an offer. The reason for that is simple: Offers are made all the time and it would be unfair to constantly burden offerees with proving that they didn’t accept an offer. Most of us would be tripping over ourselves just to ensure that we didn’t unintentionally sign up to the hundreds of unsolicited deals offered to us every day.

Acceptance must be clearly and unambiguously communicated to the offeror by the offeree to be considered acceptance at law. “I will buy your car for $10,000” is the answer the offeror should be looking for before he or she starts to clean and prepare it for delivery to the offeree. That message is clear and unambiguous evidence of an intention to accept the offer.

One final point to make about communicating acceptance is that in contract law, silence is not golden. While the law generally regards silence as rejection of an offer, an offeree may, in some circumstances, wish to specifically communicate to an offeror that he or she is not accepting the offer. This is the most certain way to ensure that there is no misunderstanding about the offeree’s intention. In other words, say “no” if you don’t want to accept an offer.