offeree

An offeree is the person or entity to whom an offer is addressed in contract law. The offeree may accept, reject, or counter the offer, and the act of acceptance, when it conforms to the terms of the offer, creates a binding contract with the offeror. The offeree’s ability to bind the offeror is limited to the scope of the offer as communicated.

An offer is a proposal by the offeror indicating an intention to be bound on certain terms upon acceptance by the offeree. For a contract to form, the offeree must communicate acceptance to the offeror or act in a manner that constitutes acceptance in unilateral contracts. In bilateral contracts acceptance is typically by promise; in unilateral contracts acceptance is by performance.

Acceptance is generally effective when communicated or, under the mailbox rule, when dispatched if the method is authorized, unless the offer specifies otherwise or the offeree's acceptance is ineffective due to prior revocation or rejection.

Revocation, rejection, or a counteroffer terminates the offeree’s power to accept, as do lapse of time, death or incapacity, or destruction of the subject matter.

A firm offer by a merchant, or an option contract, can keep the offer open for a stated period with consideration.

Some legal frameworks, such as the UCC, treat acceptance with additional or different terms differently; under common law, the mirror-image rule often requires exact terms, though modern doctrine and UCC provisions may permit forming a contract despite some variance.

The offeree role ends upon acceptance or termination of the offer. Understanding the offeree’s position clarifies when and how a contract may be formed and what actions may preserve or terminate the opportunity to contract.