N.D. Cent. Code § 41-02-13
(2-206) Offer and acceptance in formation of contract
Redline — December 1, 2021 → current.View current text →
Current — January 1, 2022
As of December 1, 2021
(1) Unless otherwise unambiguously indicated by the language or circumstances: An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
(1) Unless otherwise unambiguously indicated by the language or circumstances: An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
(2) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(3) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
(3) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
(4) Subsection (3) makes it clear that an expression of acceptance can operate as an acceptance (i.e., create a contract) even though it contains terms that are not identical to those in the offer. This rule applies, however, only to an expression of acceptance that is not only seasonable but also “definite.” A purported expression of acceptance containing additional or different terms would not be a “definite” acceptance when the offeree’s expression clearly communicates to the offeror the offeree’s unwillingness to do business unless the offeror assents to those additional or different terms. This is not a definite acceptance since the offeree’s expression makes it clear that the offeree is not “accepting” anything; but rather that the offeree is indicating a willingness to do business only on the offeree’s terms and that the offeree is awaiting the offeror’s assent to those terms. (This result is consistent with the final clause of former Section 2-207(1).) In a situation in which the offer clearly indicates that the offeror is unwilling to do business on any terms other than those contained in the offer, and the offeree responds with an expression of acceptance that contains additional or different terms, a court could also conclude that the offeree’s response does not constitute a definite expression of acceptance.
Official source: North Dakota Legislative Branch. Reproduced from public-domain North Dakota statutes; confirm against the official source for the current text. Not legal advice.