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LAPSE OF TIME

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REPERTOIRE JURIDIQUE OFFRE

RESTATEMENT (SECOND) OF CONTRACTS

THE RESTATEMENT (SECOND) OF CONTRACTS

copyright by the American Law Institute (1981)

 

41. LAPSE OF TIME

(1) An offeree's power of acceptance is terminated at the time specified in the offer, or, if no time is specified, at the end of a reasonable time.

(2) What is a reasonable time is a question of fact, depending on all the circumstances existing when the offer and attempted acceptance are made.

(3) Unless otherwise indicated by the language or the circumstances, and subject to the rule stated in 49, an offer sent by mail is seasonably accepted if an acceptance is mailed at any time before midnight on the day on which the offer is received.

Comment:

b. Reasonable time. In the absence of a contrary indication, just as acceptance may be madein any manner and by any medium which is reasonable in the circumstances (30), so it may be made at any time which is reasonable in the circumstances. The circumstances to be considered have a wide range: they include the nature of the proposed contract, the purposes of the parties, the course of dealing between them, and any relevant usages of trade....

d. Direct negotiations. Where the parties bargain face to face or over the telephone, the time for acceptance does not ordinarily extend beyond the end of the conversation unless a contrary intention is indicated.....

e. Offers made by mail or telegram. Where the parties are at a distance from each other, the normal understanding is that the time for acceptance is extended at least by the normal time for transmission of the offer and for the sending of the offeree's reply....But in the absence of a significant speculative element in the situation, a considerably longer time may be reasonable....

f. Speculative transactions. The rule that an offer becomes irrevocable when an acceptance is mailed (42, 63) in effect imposes a risk of commitment on the offeror during the period required for communication of the acceptance, although during that period the offeror has no assurance that the bargain has been concluded. The rule that the power of acceptance is terminated by the lapse of a reasonable time serves to limit this risk. The more significant the risk, the greater is the need for limitation, and hence the shorter is the time which is reasonable.

Illustration

6. A sends B an offer by mail to sell a piece of farm land. B does not reply for three days and then mails an acceptance. It is a question of fact under the circumstances of the particular case whether the delay is unreasonable.