offerees

An offeree is the person or entity to whom an offer is addressed in contract law. The offeree receives an offer from an offeror to enter into a contract on specified terms. The offeree’s response can take several forms: acceptance, rejection, or a counteroffer. Acceptance, if it is unequivocal and communicated in the manner specified or, if no method is stated, in a reasonable manner, creates a binding contract provided that the other elements of contract formation (consideration and mutual intent) are present.

Rejecting the offer terminates the offeree’s power to accept the original terms. A rejection followed by a new proposal from the offeree is a counteroffer, which operates as a rejection of the initial offer and creates a new offer from the offeree. An offer can also be revoked by the offeror at any time before acceptance, unless an exception applies, such as an option contract or, in some systems, a firm offer by a merchant to hold the offer open for a stated period.

Lapses and other terminations occur when the time limit expires or when a reasonable time passes without acceptance. Acceptance generally must be communicated, except in certain unilateral contracts where performance can constitute acceptance. In many jurisdictions, the mirror image rule applies: the offeree’s response must mirror the terms of the offer; any deviation is treated as a counteroffer rather than an acceptance. Understanding the status of the offeree helps determine whether a contract has formed and what actions may terminate or create enforceable obligations.