CACI No. 311. Contract Formation - Rejection of Offer

Judicial Council of California Civil Jury Instructions (2023 edition)

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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; Revised May 2020
Directions for Use
Do not give this instruction unless the defendant has testified or offered other
evidence in support of the contention that the plaintiff rejected the offer.
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
alleged offeree).
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.)
Secondary Sources
1 Witkin, Summary of California Law (11th ed. 2017) Contracts, § 163
13 California Forms of Pleading and Practice, Ch. 140, Contracts, § 140.22
(Matthew Bender)
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

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