In a contracts setting, the contract needs to be offered by one party and accepted by the other party to be valid. The party making the offer is called the offeror, while the party accepting it is called the offeree.
Usually, this functions because the offeror makes an offer to the other party regarding the contract terms. After examining the contract terms, the offeree will usually answer the offer with either a rejection or acceptance of the offer. Nevertheless, there may be circumstances where the offer is terminated before the other party has an opportunity to accept or reject it.
This is known as “termination of offer” and can happen in many ways for various reasons. Termination of an offer is different from “termination of a contract.” A contract has not yet been fully formed in the termination of the offer.
What Is a Contract?
A contract is a legally binding arrangement between two or more parties. A contract delivers details of what the parties agree to conduct or exchange. A contract may be in written or oral form. In most cases, to be legally binding, a contract must be in writing and signed by all parties involved.
Courts generally require three things for a contract to be enforceable:
- Mutual assent, or agreement to the contract terms;
- A valid offer and acceptance; and
- Consideration
Contracts are considered the foundation of the business world. They may be straightforward or very intricate. Examples of contracts include employment contracts, real estate purchase contracts, and insurance contracts.
Contracts must be entered into by all parties willingly. All parties signing the contract must do so of their own free will and not under duress. Contracts can be used whenever parties want to document an agreement to ensure all parties’ rights are protected.
Drafting a contract refers to writing the terms and details of a contract to specify and outline the legal obligations of all parties to the contract. This allows all parties to the contract to understand their duties and legal responsibilities to one another clearly.
Anyone can draft a contract, but it would be in the best interest of all parties involved to have an attorney draft a contract, especially if it is detailed and complex. For instance, a real estate contract often involves multiple parts, multiple parties, and complex land descriptions. To ensure your sale or purchase, financial investment, and rights are protected, having an attorney draft this type of contract would be preferable.
A contract will also deliver sections outlining whether or not it may be canceled and how to cancel it. The contract will also delineate the consequences if a party breaches the terms of the contract. A well-written contract will contain explicit definitions of what constitutes a breach of the contract so all parties can uphold their duties.
How Does a Person Accept an Offer to Create a Valid Contract?
The basic creation of a contract requires one party, the offeror, to make an offer and a second party, the offeree, to accept that offer, after which both will exchange what is called consideration. An offer can be made to a specific person, group, or the general public.
A common offer is a sale sign at your local shop in which anyone can walk in off the street and pay cash to own the item for sale. An offer can also be a promise to conduct a particular service in exchange for cash or something else of value.
To accept that offer, the offeree must show intent to be bound to the terms of the offer, such as making payment or signing an agreement.
What Does It Mean to Terminate a Contract?
A contract is a legally enforceable agreement between two parties for goods or services. Contracts can be oral or written, though it is generally recommended that contracts be in writing and signed by both parties.
A contract is formed when there is an offer to do something, acceptance of that offer, and consideration. Consideration is the agreed-upon exchange between the parties. When a person contracts with a carpenter to construct a bed, the carpenter builds a bed in exchange for payment at the agreed-upon cost.
Once the parties have agreed to the contract terms, they are legally obligated to fulfill their obligations under the contract. If they fail to do so, they have breached the contract and can be held liable in a court of law.
Terminating a contract means legally ending the contract before both parties have fulfilled their obligations under the contract terms. There are a variety of reasons why a party can terminate a contract. When and how the contract is terminated will determine whether either party has liability for breach of contract before it was terminated.
What Happens After the Contract is Terminated?
After a contract is discontinued, the parties to the contract do not have any future responsibilities to each other. However, one or both parties might be liable for breach of the terms of the contract before termination. The contract terms might also determine what happens after the contract is terminated.
In the absence of language in the contract that states what happens if the contract is terminated, the parties have the option to seek legal remedies for breach. There are several legal remedies available when there has been a breach of contract.
Monetary Damages
Compensatory damages are awarded to put the innocent party in the position they would have been in if the contract had been performed.
Usually, that means awarding the innocent party an amount of money that gives them the “benefit of the bargain” or allows them to agree with someone else for the same service. Punitive damages might be awarded to punish the breaching party but are much less standard.
Restitution
Restitution is intended to put the innocent party in the position they were in before entering the contract. The court looks at what the party who breached the contract acquired before the breach and orders it returned to the other party.
For instance, a customer enters into a contract with a carpenter to construct a bed. After the carpenter constructs the bed, the client refuses to pay and breaches the contract. Restitution would require the client to return the bed.
Specific Performance
If monetary damages are inadequate to compensate the innocent party, the court might order specific performance. The breaching party would be directed to perform their obligations under the contract or face contempt of court charges.
How Is an Offer Termination Accomplished?
There are many additional ways to terminate an offer for a contract. These can involve either action by the offeror, offeree, or other intervening circumstances.
Termination of offer may happen by:
- Rejection: The offeror usually needs to communicate their intention to reject the offer to the offeror. An offeror’s rejection or revocation generally becomes effective when the offeree learns of it.
- Lapse of Time: The offeree generally has a “reasonable amount of time” to respond to the offer after they learn of it. This amount of time may differ depending on the subject matter of the contract and earlier dealings between the parties.
- Death/Incapacity/Disability of the other Party: If the offeror becomes deceased, incapacitated, or disabled before the offer is accepted, it will usually conclude the offer.
- Conditional Acceptance: If the offeree accepts (i.e., “I’ll only accept this offer if I can also have a free product”), this is not regarded as an acceptance of the offer but rather a counter-offer.
- Illegality: If the performance of the contract has become unlawful after the offer has been made, the offer will close, and the offeree can no longer lawfully accept the offer
Depending on the type of contract and the different laws involved, there may be other reasons that a contract offer may be terminated. For instance, if the subject matter of the contract is irretrievably destroyed, the destruction may serve to complete any offers that were in existence at the time.
Should I Hire a Lawyer for Help With Termination of a Contract Offer?
Most contract matters can be relatively complicated and may require the assistance of a lawyer. You may wish to hire a contract lawyer if you’re dealing with a contract problem, especially the termination of an offer.
Your attorney can help review the contract terms and the various factors related to the offer. Also, if a legal dispute emerges over the contract, your attorney will be able to represent you in court and supply you with legal guidance.
