California Civil Jury Instructions (CACI) (2017)
311. Contract Formation—Rejection of OfferDownload PDF
311.Contract Formation—Rejection of Offer
[Name of defendant] contends that the offer to enter into a contract
terminated because [name of plaintiff] rejected it. To overcome this
contention, [name of plaintiff] must prove both of the following:
1. That [name of plaintiff] did not reject [name of defendant]’s offer;
2. That [name of plaintiff] did not make any additions or changes to
the terms of [name of defendant]’s offer.
If [name of plaintiff] did not prove both of the above, then a contract
was not created.
New September 2003
Directions for Use
Do not give this instruction unless the defendant has testiﬁed or offered other
evidence in support of his or her contention.
Note that rejections of a contract offer, or proposed alterations to an offer, are
effective only if they are communicated to the other party. (See Beverly Way
Associates v. Barham (1990) 226 Cal.App.3d 49, 55 [276 Cal.Rptr. 240].) If it is
necessary for the jury to make a ﬁnding regarding the issue of communication then
this instruction may need to be modiﬁed.
This instruction assumes that the defendant is claiming plaintiff rejected defendant’s
offer. Change the identities of the parties in the indented paragraphs if, under the
facts of the case, the roles of the parties are switched (e.g., if defendant was the
Conceptually, this instruction dovetails with CACI No. 309, Contract
Formation—Acceptance. This instruction is designed for the situation where a party
has rejected an offer by not accepting it on its terms.
Sources and Authority
• Acceptance. Civil Code section 1585.
•Cases provide that “a qualiﬁed acceptance amounts to a new proposal or
counter-offer putting an end to the original offer. . . . A counter-offer containing
a condition different from that in the original offer is a new proposal and, if not
accepted by the original offeror, amounts to nothing.” (Apablasa v. Merritt and
Co. (1959) 176 Cal.App.2d 719, 726 [1 Cal.Rptr. 500], internal citations
omitted.) More succinctly: “The rejection of an offer kills the offer.” (Stanley v.
Robert S. Odell and Co. (1950) 97 Cal.App.2d 521, 534 [218 P.2d 162].)
• “[T]erms proposed in an offer must be met exactly, precisely and unequivocally
for its acceptance to result in the formation of a binding contract; and a
qualiﬁed acceptance amounts to a new proposal or counteroffer putting an end
to the original offer.” (Panagotacos v. Bank of America (1998) 60 Cal.App.4th
851, 855–856 [70 Cal.Rptr.2d 595].)
• The original offer terminates as soon as the rejection is communicated to the
offeror: “It is hornbook law that an unequivocal rejection by an offeree,
communicated to the offeror, terminates the offer; even if the offeror does no
further act, the offeree cannot later purport to accept the offer and thereby
create enforceable contractual rights against the offeror.” (Beverly Way
Associates, supra, 226 Cal.App.3d at p. 55.)
1 Witkin, Summary of California Law (10th ed. 2005) Contracts, § 163
13 California Forms of Pleading and Practice, Ch. 140, Contracts, § 140.22
5 California Points and Authorities, Ch. 50, Contracts, § 50.352 (Matthew Bender)
27 California Legal Forms, Ch. 75, Formation of Contracts and Standard
Contractual Provisions, §§ 75.212–75.214 (Matthew Bender)
1 Matthew Bender Practice Guide: California Contract Litigation, Ch. 13, Attacking
or Defending Existence of Contract—Absence of Essential Element, 13.23–13.24
CONTRACTS CACI No. 311