Offer and acceptance are two essential elements required to form an enforceable contract. An offer is made when one party makes a promise to do or refrain from doing some specified act in the future. And an acceptance occurs when an offer is accepted unequivocally—without conditions or ambiguity.
In other words, the acceptance must mirror the terms of the offer. If the acceptance varies from the terms of the offer it is considered a rejection of the offer and a counteroffer.
Acceptance may be expressed through words, deeds, or the performance called for in the contract.
In Texas, as in other jurisdictions, the formation of a contract requires an offer, acceptance, and consideration. An offer is a clear proposal made by one party (the offeror) to another (the offeree), indicating a willingness to enter into a contract on certain terms. Acceptance, on the other hand, must be an unequivocal agreement to the terms of the offer without modification. If the acceptance alters the terms or adds new ones, it is not a true acceptance but rather a counteroffer, which the original offeror can then accept or reject. Acceptance in Texas can be communicated through words, actions, or performance as specified in the offer. It is important to note that under Texas law, the acceptance must exactly match the terms of the offer (the 'mirror image rule') for a legally enforceable contract to be formed. This principle is rooted in common law and is reflected in the Texas Business and Commerce Code, which governs commercial transactions in the state.
