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KembaraXtra- Contract Drafting-Checklist for Contract Formation-Offer and Acceptance
I. Core Principle: Offer and Acceptance
I. Core Principle: Offer and Acceptance
- A contract generally requires a valid offer by one party and an unqualified acceptance by the other. This signifies mutual assent.
- Offer: A clear expression of willingness to enter into a contract on specific terms.
- Acceptance: Unequivocal agreement to the terms of the offer, communicated to the offeror. Acceptance can be expressed (written or verbal) or implied through conduct.
- A "qualified" acceptance is NOT an acceptance.
- Any change to the original offer terms constitutes a counter-offer.
- A counter-offer effectively rejects the original offer and creates a new offer, requiring acceptance by the original offeror.
- Written Agreements: Signing a comprehensive written agreement is the best way to clarify any ambiuity in the agreement.
- Clarity in Acceptance: Ensure that any communication intended as acceptance is not merely an agreement on specific points. Clarify:
- Is the "acceptance" merely an agreement on certain points?
- Is there a need for further negotiation?
- Is there an explicit agreement to enter into a binding contract?
- Intention to be Bound: Acceptance must demonstrate a clear intention to enter into a legally binding agreement.
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