Official Comments
 Article #  

 
2.1.5
(Rejection of offer)

An offer is terminated when a rejection reaches the offeror.


 
Official Comment
 1. Rejection may be express or implied

An offer may be rejected either expressly or impliedly. A frequent case of implied rejection is a reply to an offer which purports to be an acceptance but which contains additions, limitations or other modi¬fications (see Article 2.1.11(1)).

In the absence of an express rejection the statements by, or the conduct of, the offeree must in any event be such as to justify the belief of the offeror that the offeree has no intention of accepting the offer. A reply on the part of the offeree which merely asks whether there would be a possible alternative (e.g. “Is there any chance of the price being reduced?”, or “Could you deliver a couple of days earlier?”) would not normally be sufficient to justify such a conclusion.
It should be recalled that a rejection will bring about the termination of any offer, irrespective of whether it was revocable or irrevocable according to Article 2.1.4.

Illustration

A receives an offer from B stating that the offer will be firm for two weeks. A replies by return of post asking for partially different conditions which B does not accept. A may no longer accept the original offer even though there are still several days left before the expiry of the two week period since by making a counter-offer A implicitly rejected the original offer.

2. Rejection only one cause of termination of an offer

Rejection by the offeree is only one of the causes of termination of an offer. Other causes are dealt with in Articles 2.1.4(1) and 2.1.7.