Death or Disability of Either Party.

If either the offerer or the offeree dies or becomes insane before the offer is accepted, it is automatically terminated.

Subsequent Illegality.

If the performance of the contract becomes illegal after the offer is made, the offer is terminated. Thus, if an offer is made to sell alcoholic liquors but a law prohibiting such sales is enacted before the offer is ac­cepted, the offer is terminated.

C. ACCEPTANCE OF OFFER

Once the offerer expresses or appears to express a willingness to enter into a contractual agreement with the offeree, the latter may accept the offer. An acceptance is the assent of the offeree to the terms of the offer. No particular form of words or mode of expression is required, but there must be a clear expression that the offeree agrees to be bound by the terms of the offer.

Privilege of Offeree.

Ordinarily the offeree may refuse to accept an offer. If there is no acceptance, by definition there is no contract.

Certain partial exceptions exist to the privilege of the offeree to re­fuse to accept an offer.

(a) Places of Public Accommodation and Public Utilities. These are under a duty to serve any fit person. Consequently, when a fit person offers to register at a hotel, that is, offers to hire a room, the hotel has the obliga­tion to accept the offer and to enter into a contract for the renting of the room. This is a partial exception to the general rule because there is no duty to accept on the part of the hotel unless the person is fit and the hotel has space available.

(b) Antidiscrimination. When offers are solicited from members of the general public, an offer may generally not be rejected because of the race, nationality, religion, or color of the offerer. If the solicitor of the offer is willing to enter into a contract to rent, sell, or employ, as the case may be, antidiscrimination laws compel the solicitor to accept an offer from any otherwise fit person.

(c) Consumer Protection. Statutes and regulations designed to pro­tect consumers from false advertising may require a seller to accept an offer from a customer to purchase advertised goods and may impose a penalty for an unjustified refusal.

Nature of the Acceptance.

An acceptance is the offeree's manifestation of intent to enter into a binding agreement on the terms stated in the offer. In the absence of a con­trary requirement in the offer, an acceptance may be indicated by an informal "O.K.," by a mere affirmative nod of the head, or, in the case of an offer of a unilateral contract, by performing the act called for. However, while the ac­ceptance of an offer may be shown by conduct, it must be very clear that the offeree intended to accept the offer.

The acceptance must be absolute and unconditional. It must accept just what is offered. If the offeree changes any terms of the offer or adds any new term, there is no acceptance because the offeree does not agree to what was offered.

Where the offeree does not accept the offer exactly as made, the ad­dition of any qualification converts the "acceptance" into a counteroffer and no contract arises unless such counteroffer is accepted by the original offeror.

FACTS:

Wayne State University advertised for bids for the construction of a building. A bid was submitted by the Building Systems Housing Corporation. The University accepted the bid"subject to approval of federal agency and sale and delivery of financing bonds." Thereafter Building Systems withdrew its bid. The Univer­sity sued for breach of contract.

DECISION:

Judgment for Building Systems. There was no contract. The bid was an offer. The "acceptance" by the University was conditional in that it added the two conditions of govern­ment approval and the sale of bonds. As this acceptance was not identical to the offer, it had the effect of rejecting the offer made by Building Systems. No contract arose because there was no acceptance of the offer. [Wayne State Univer­sity v Building

Systems Housing Corp. 62 Midi App 77, 233 NW2d 195 (1975)]

The addition of new terms in the acceptance, however, does not always mean that the attempted acceptance fails. The acceptance is still unqualified if the new terms are merely those that (1) would be implied by law as part of the offer; (2) constitute a mere request; or (3) relate to a mere clerical detail.

FACTS:

Alpha Venture/Vantage Properties rented property to Creative Carton Corpora­tion. Thereafter Creative wanted to get out of the tease and made an offer to pay three months rent in return for being released. Alpha sent Creative a letter of acceptance and a form for termination of lease that was to be signed by Creative. The acceptance letter referred to the commission being charged by a real estate broker involved and stated that such commis­sion "should be shared" between Alpha and Creative. Creative later claimed that the letter from Alpha was not an acceptance but was a counteroffer because of the provision as to the sharing of the broker's commission.

DECISION:

The acceptance letter was an accep­tance. The provision as to broker's commissions was made as merely a suggestion and not as a condition to the acceptance. The intent to accept was made obvious by sending Creative a termi­nation form for it to sign. Consequently, the acceptance letter accepted the offer and parties were then bound by the terms of the offer. [Alpha Venture/Vantage Properties v Creative Carton Corp. ___Minn App ___, 370 NW2d 649 (1985)]