An issue in Illinois is what constitutes a sufficient offer and acceptance to establish a valid and enforceable contract. To prove that a valid contract exists, a party must prove the following elements: (1) offer; (2) acceptance; and (3) consideration. Meyers v. Woods, 374 Ill.App.3d 440, 450 (3d Dist. 2007). To prove an enforceable contract, a party must additionally prove that the agreement is sufficiently definite so that its terms are reasonably certain and able to be determined, and a meeting of the minds or mutual assent to the terms of the contract. Van Der Molen v. Washington Mut. Finance, Inc., 359 Ill.App.3d 813, 823 (1st Dist. 2005); In re Marriage of Murphy, 359 Ill.App.3d 289, 301 (3d Dist. 2005).
Mutual assent is proven when both parties assent to the same thing in the same sense, and their minds must meet on the essential terms and conditions of the agreement. Illinois Jurisprudence, Commercial Law § 1:16. Mutual assent may be manifested by the language employed by the parties or by their words or acts. Id. To satisfy the meeting of the minds requirement, it is not necessary that the parties share a subjective understanding as to the terms of the contract. Id. Rather, it is sufficient that their conduct indicates an agreement to those terms. Id. The intention of the parties gives character to the transaction, and if either party contracts in good faith, that party is entitled to the benefit of the contract, no matter what may have been the intention of the other party. Id.
An offer is an act on the part of one person giving another person the legal power to create the type of obligation necessary for a contract. Illinois Jurisprudence, Commercial Law § 1:19. Illinois courts have held that in order for a valid contract to be formed, an offer must be so definite as to its material terms or require such definite terms in the acceptance that the promises and performances to be rendered by each party are reasonably certain. In re Marriage of Murphy, 359 Ill.App.3d 289, 300-301 (3d Dist. 2005). If a contract offer does not state a definite limitation on the time period for its acceptance, it will lapse if not accepted within a reasonable time. Kalis v. Colgate-Palmolive Co., 357 Ill.App.3d 172, 175 (1st Dist. 2005). Whether a party's acceptance has come within a reasonable time “depends upon a multiplicity of circumstances” and should be resolved by the trier of fact. Id.
Illinois courts have held to be a valid acceptance, it must be objectively manifested, for otherwise no meeting of the minds would occur. Cowger v. Industrial Com'n, 313 Ill.App.3d 364, 370 (5th Dist. 2000). To create an enforceable contract, there must be an unequivocal acceptance. Illinois Jurisprudence, Commercial Law § 1:24. There can be no contract where the offeror cannot reasonably treat the offeree's response as an acceptance. Id. Furthermore, an offer cannot be accepted by one to whom it is not made. Illinois Jurisprudence, Commercial Law § 1:25. Because an offeror has a right to determine with whom he or she will contract, a non-offeree cannot be forced upon the offeror without consent. Id. There is no acceptance until the offeree notifies the offeror of the acceptance, or at least employs reasonable diligence in attempting to do so. Illinois Jurisprudence, Commercial Law § 1:26. Thus, it is well-established by Illinois courts that in order to constitute a contract by offer and acceptance, the acceptance must conform exactly to the offer. Finnin v. Bob Lindsay, Inc., 366 Ill.App.3d 546, 548 (3d Dist. 2006).
An offeror has complete control over an offer and may condition acceptance on the terms prescribed in the offer. Illinois Jurisprudence, Commercial Law § 1:27. The language of an offer may govern the place, time or manner of acceptance required, in which case the acceptance must strictly comply with these terms in order to create a contract. Id. Thus, where an offer requires a written acceptance, no other mode may be used. Id. On the other hand, if an offer merely suggests a method of acceptance, it does not preclude a different method. Id.
A well-established rule of Illinois contract law is that a counteroffer rejects an offer only when made before a contract is formed. Patel v. McGrath, 374 Ill.App.3d 378, 383 (2d Dist. 2007). Under Illinois contract law, an acceptance requiring any modification or change in terms to the original offer constitutes a rejection of the original offer and becomes a counteroffer that must be accepted by the original offeror before a valid contract is formed. Finnin v. Bob Lindsay, Inc., 366 Ill.App.3d 546, 548 (3d Dist. 2006). Responding to an offer with a counter-offer constitutes a rejection of the original offer. People v. Henderson, 211 Ill.2d 90, 103-104 (2004). Moreover, a conditional acceptance of an offer is not a sufficient acceptance, rather, the conditional acceptance becomes a counteroffer to the original offer. Karris v. U.S. Equities Development, Inc., 376 Ill.App.3d 544, 550 (1st Dist. 2007). An offer deemed rejected due to the proffering of a counteroffer or conditional acceptance cannot be revived by a later acceptance. Henderson, 211 Ill.2d at 103-104 (2004).
An offer can be accepted by the performance of a desired act. Illinois Jurisprudence, Commercial Law § 1:30. An offeree may also be regarded as having accepted a tendered contract offer by accepting the benefits of the contract. Id. Conduct may suffice to show acceptance of the terms of an offer. Illinois Jurisprudence, Commercial Law § 1:30. A party named in a contract may, by its acts, indicate its acceptance of the contract's terms and become bound by its provisions. Id. However, for a course of conduct to act as acceptance, it must be clear that the conduct relates to the specific contract in question. Id. The law ordinarily treats the offeree's silence or failure to decline a proposal as rejection, not acceptance, of an offer. Illinois Jurisprudence, Commercial Law § 1:31. However, circumstances such as the nature of previous dealings between the parties may make it reasonable for the offeror to construe silence as acceptance. Id. For this purpose, a single previous transaction does not establish a course of conduct or course of dealing sufficient to constitute an implied acceptance based on silence. Id. Generally, a contract is operative as such from the time when there is a meeting of the minds, or when the last act necessary for its completion is performed. Illinois Jurisprudence, Commercial Law § 1:15.
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