Legal Question in Business Law in California

Usually no. Most agreements are bilateral- meaning there is an offer and an acceptance. However, there are unilateral offers that may be binding. For example, a reward for finding someone/something is unilateral, but binding when completed.

Yes, a proposal can be a binding contract. Thus, if you don't want it to be one, the proposal should expressly state that desire.

Sometimes, a proposal becomes a binding contract because consideration is exchanged. For example, one side might make the proposal, and the other side pays the requested money. There are the three requirements for a contract: Offer, Acceptance, Consideration.

Often, there is the situation where one side reasonably relies on its belief that the proposal was intended to be a binding contract. The key is whether the reliance was "reasonable." For example, a painter may have said that he would paint your house for $2,000 and you said, "yes." Then, he painted your house, with you present and knowing he was doing it. After the work was done, he asked for his money, and you said, "we never had a contract. You just made a proposal." In this situation, the painter could stop you from asserting that there was no contract.

Proposals can be turned into contracts, but it depends on the terms of the proposal and whether or not all the other elements to form a contract exist. In order to have a contract, you must have an offer and acceptance of the terms and then consideration (a fancy way of saying "exchange of value".

The proposal might not have all of the terms necessary to make a contract. Sometimes the offer might come in the form of a proposed contract (i.e. "sign here if you agree to the contract terms") In other cases, the proposal might lead to an tentative agreement and this is very common on construction projects. A contractor might bid a construction project and agree to do it for a sum of money, but there might be important details to work out like when to start the project. The proposal might not cover all of the necessary details.

Offers or proposals are sometimes opened ended. If you pull to a gas pump, there is a price on the pump per gallon. That is a proposal. You accept the propose using a debit or credit card and pumping the gas.

If the proposal is made as an official "offer" in the eyes of the law, it can become a contract if some accepts the offer in accordance with the law.

By itself, a proposal can't be a contract. But proposals don't exist in a vacuum. It's possible for a proposal, combined with other facts, to form a binding contract. The other facts might not involve anything that resembles a contract on its own. For example, if I make a proposal to you and then we both conduct ourselves as if we've agreed on its terms, we might have a contract.

I agree with Mr. Hoffman. A contract requires mutual assent. By itself, a mere proposal doesn't have the attribute of mutual assent.