Word for Word

For instance, an offer made by email could be accepted by email, or by telephone, or in person provided the offer did not explicitly require acceptance by some other means.

Of course, practically speaking, proving the content of verbal communications may be problematic if not confirmed in writing, the but offer and/or acceptance may be made verbally (attempts to nullify the effect of verbal agreements by invoking what’s known as the ‘Statute of Frauds’ are rarely effective in produce transactions; see UCC §2-201.)

Can buyers simply cancel orders?
Once the offer is accepted, a contract is formed. Consequently, neither party can call back later that day and unilaterally cancel. Although the seller may be willing to allow a buyer to cancel an order to keep a good customer happy, technically speaking, the buyer is bound to the agreement entered into with the seller. Particularly in a declining market, the seller could be entitled to significant damages if the buyer reneges.

How long is an offer good for?
The offeree’s power to accept an offer is not indefinite. If the offer does not specify a time within which it must be accepted (e.g. “I’ll need to hear back from you within the hour”), the offer must be accepted within a “reasonable time.”

Just what a reasonable time might be is very fact-specific and open to interpretation. If, for example, the offer involves several shipments over the course of several weeks, a reasonable time for acceptance is surely longer than an offer to buy or sell a single shipment on today’s spot market. The nature of the communication, the history of dealings between the parties, and other circumstances may also be factors to consider when assessing whether an offer was accepted in a timely, and therefore legally effective, manner.

Additionally, offers may be terminated by revocation. Generally speaking, the offeror can revoke its offer (e.g. “I revoke my offer”) provided this is done before the offeree accepts.

What are the terms of the agreement?
Contracts can be formed with remarkably few words regarding the terms of sale; UCC §2-204(3) states—
Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

The official comment to this provision of the UCC explains—
If the parties intend to enter into a binding agreement… [the agreement is] valid in law, despite the missing terms, if there is any reasonably certain basis for granting a remedy. The test is not certainty as to what the parties were to do… Nor is the fact that one or more terms are left to be agreed upon enough in itself to defeat an otherwise adequate agreement. Rather, commercial standards on the point of “indefiniteness” are intended to be applied.

In other words, when you accept an offer to buy 10 bins of watermelon for $100 a bin, a contract is formed even if neither party has said anything about delivery or payment terms. If these unspecified terms are later disputed (and do not come into the agreement as an additional term per UCC §2-207), then we look to “commercial standards” to help fill the gap left by the explicit terms of the agreement.