Legal Question in Business Law in California

Re: contract

This is a classic legal question that all law students study in the first few weeks of their first-year contracts class.

A contract is formed by X making an offer to Y, followed by Y' acceptance.

If an offer is sent to you in the mail, and you choose to accept the offer by mailing back your acceptance, the contract is formed the instant you drop your acceptance into the mailbox or otherwise place the letter in the custody and control of the postal service. That's called the "mail box rule" and it is well established.

Now, however, if the papers you received said "this offer can only be accepted by delivering your acceptance to us signed in purple ink and inside a Bible delivered to us by four ladies in bikinis," then that's the ONLY way the offer can be accepted by you. In other words, the offeror can specify the method of acceptance. Most don't, but they have the power to do so.

So, if the supposed "offer" said "this quotation if accepted by you must be approved by our home office before it's binding on us," that limtation prevents you from binding the other party until the home office approves the contract. This principle is a kind of limitation on the mail box rule, and became recognized as a legal principle in the late-19th Century, I believe.

So, your situation may implicate one or possibly both of these rules. The question is resolved by determining whether the papers sent to you, apparently unsigned, were an offer - in which case a contract was formed - or weren't an offer but merely some kind of preliminary negotiation - in which case your attempt to revoke your "acceptance" would be timely and there would be no contract.

My hunch is that the unsigned papers were NOT an offer and there is no contract, but to be certain a lawyer would need to see it and also know the trade customs of your business, which could affect the proper interpretation of the papers.