OFFER. A proposal to do a thing.
An offer, as an element of a contract, is a proposal to make a contract. It must be made by the person who is to make the prom ise, and it must be made to the person to whom the promise is made. It may be made either by words or by signs, either orally or in writing, and either personally or by a messenger; but in whatever way it is made, it is not in law an offer until it comes to the knowledge of the person to whom it is made; Langd. Contr. § 151; 6 H. L. Cas. 112. While an offer remains in force, it confers upon the offeree the power to convert it into a promise by accepting it. The offerer may state how long it shall remain in force; and it will then remain in force during the time so stated, unless sooner revoked; Boston & M. R. Co. v. Bartlett, 3 Cush. (Mass.) 224. But see infra. In the absence of any specifi cation by the offerer, an offer will remain in force a reasonable time unless sooner revok ed; Leake, Contr. 33; Minneapolis & St. L. R. Co. v. Rolling Mill, 119 U. S. 151, 7 Sup. Ct. 168, 30 L. Ed. 376. As to what will be a reasonable time, no uniform positive rule can be laid down. When an offer is made personally, it will prima facie continue un til the interview or negotiation terminates, and longer; Mactier's Adm'rs v. Frith, 6 Wend. (N. Y.) 103, 21 Am. Dec. 262. In com mercial transactions, when an offer is made by mail, the general rule is that the offerer is entitled to an answer by return mail; but this will not apply in all cases, e. g. when there are several mails each day. In trans actions which are not commercial, much less promptitude in answering is required; Langd. Contr. § 152.
Where the offer contemplAes a unilateral contract, the length of time that the offer will continue in force depends upon differ ent considerations. The question is no longer one of accepting the offer orally or by letter, but of performing the consideration. The duration of such an offer, therefore, in the absence of any express limitation, will be measured by the length of time which may be reasonably required for the performance of the consideration. When performance of
the consideration has been begun in good faith, it seems that the offer will continue, in the absence of actual revocation, until the performance is either completed or aban doned, especially when the performance of the consideration is constantly within the knowledge of the offerer; Langd. Contr. § 155. An offer which contains no stipulation as to how long it shall continue is revocable at any moment; Poll. Contr. 27. A stipula tion that an offer shall remain open for a specified time must be supported by a suffi cient consideration, or be contained in an in strument under seal, in order to be binding; Langd. Contr. § 178; 3 Term 653. When thus made binding, the offer is not irrevoca ble, but the only effect is to give the offerer a claim for • damages if the stipulation be broken by revoking the offer. When an of fer is made for a time limited in the offer itself, no acceptance afterwards will make it binding; an offer which in its terms limits the time of acceptance is withdrawn by the expiration of the time; Waterman v. Banks, 144 U. S. 394, 12 Sup. Ct. 646, 36 L. Ed. 479.
As an offer can only be made by communi cation from the offerer to the offeree, so it can only be revoked in the same manner. But the death or insanity of the offerer dur ing the pendency of the offer, revokes it; Langd. Contr. § 180.
An offer can only be accepted in the terms in which it is made; an acceptance, there fore, which modifies the offer in any particu lar, goes for nothing; L. R. 7 Ch. App. 587; Minneapolis & St. L. R. Co. v. Rolling Mill Co., 119 U. S. 151, 7 Sup. Ct. 168, 30 L. Ed. 376. The other party having once rejected the offer, cannot afterwards revive it by ten dering an acceptance of it ; First N. Bk. v. Hall, 101 U. S. 50, 25 L. Ed. 822 ; Minneapo lis & St: L. R. Co. v. Rolling Mill Co., 119 13. S. 151, 7 Sup. Ct. 168, 30 L. Ed. A mere proposal to sell may be revoked at any time before acceptance; Miller v. Douville, 45 La. Ann. 214, 12 South. 132. It is withdrawn by the death of the maker ; 2 Ch. Div. 475.