Legal Definitions - special acceptance

Special Acceptance

In contract law, a special acceptance refers to an agreement to an offer that is not absolute or unconditional. Instead, it includes specific conditions, modifications, or qualifications that alter the original terms of the offer. Because it introduces new terms or changes existing ones, a special acceptance typically functions as a counter-offer, requiring the original offeror to agree to these new terms before a binding contract can be formed.

• Example 1: Real Estate Transaction

  A potential buyer submits an offer to purchase a commercial property for $1.5 million. The seller responds, stating they accept the $1.5 million price, but only if the buyer agrees to a quick closing within 30 days and waives the standard property inspection contingency. This is a special acceptance because the seller has introduced new conditions (the specific closing timeline and waiver of inspection) that were not part of the buyer's original offer.

• Example 2: Software Development Project

  A software development firm proposes to build a custom mobile application for a client for $75,000, with a delivery timeline of six months. The client replies, agreeing to the $75,000 fee and the six-month timeline, but on the condition that the firm includes three years of free maintenance and guarantees compatibility with future operating system updates, neither of which were explicitly detailed in the original proposal. This constitutes a special acceptance, as the client's agreement is contingent upon additional terms and long-term commitments.

• Example 3: Vehicle Purchase Agreement

  A car dealership offers a new sedan for $35,000. A customer responds, accepting the $35,000 price, but requests that the dealership include a premium extended warranty and a specific set of custom floor mats, which were not part of the initial advertised price or standard package. This is a special acceptance because the customer's agreement is qualified by new demands, effectively creating a counter-offer that the dealership must then consider.