The rule
A revocable offer can be withdrawn before acceptance through received withdrawal or reliable knowledge of an inconsistent sale. A deadline alone does not establish irrevocability. Supported options, merchant signed assurances and jurisdiction-specific reliance rules require separate analysis.
Elements
- An offer still capable of acceptance.
- Withdrawal or reliable knowledge before the alleged acceptance.
- Evaluation of any independent protection against revocation.
Exceptions and limits
- Section 2-205 has a three-month limit on its without-consideration protection and a separate-signature rule for an offeree form.
- Drennan protects justified reliance for a prompt acceptance opportunity, not bid shopping.
When the issue arises
An offeree attempts acceptance after hearing of a sale, receiving a withdrawal, or sending different terms. Separate the offer's continued existence from any claimed right to keep it open.
Knowledge of the sale matters to the sequence
Dickinson had knowledge of the inconsistent transaction before his attempted acceptance. The unpaid hold-open assurance did not prevent withdrawal on those facts. The decision does not treat an undisclosed change of mind as communicated revocation.
Normile adds a different first step: the proposed change in terms was a counteroffer, not acceptance or a purchased option. The buyer also learned of the completed sale before later attempting to accept the original terms.
A protected offer requires its own foundation
A supported option and a model-UCC firm offer have different requirements. Section 2-205 concerns a merchant's signed assurance for goods, with a stated or reasonable protection period capped at three months without consideration under that section.
If the assurance is on the offeree's form, the offeror must separately sign it. Do not turn every printed deadline or casual promise into an irrevocable statutory offer.
Reliance does not equal acceptance
After learning that Star would not honor its quote, Drennan promptly insisted that Star had the subcontract. His later search for another paver addressed the cost of replacing that refused performance. Distinguish that sequence from postponing commitment while trying to improve the original bargain.
James Baird reached a different reliance result on its offer and chronology. Identify the governing approach and any knowledge of a mistake, rather than claiming a nationwide majority or assuming award of the general contract itself accepts every sub-bid.
A simple fact pattern
Facts. An owner offers a motorcycle to a buyer without any supported hold-open promise. Before the buyer responds, the owner telephones and clearly withdraws. The buyer hears the withdrawal but accepts the next day.
Analysis. The received withdrawal precedes acceptance, and the hypothetical provides no protection against revocation. A reply after that sequence does not create the original proposed sale.
A harder fact pattern
Facts. A contractor reasonably uses a subcontractor's bid in a successful general bid. The subcontractor seeks to withdraw; the contractor then waits while seeking a lower price before attempting to accept the original bid. Apply Drennan.
Analysis. The original justified reliance supports examining protection against withdrawal, but the contractor's later price shopping undermines the prompt opportunity Drennan recognized. Do not extend that protection into an unrestricted option or confuse the general-bid submission with acceptance of the subcontract.
Leading cases
Dickinson v. Dodds
An offeror can revoke an offer that was promised to stay open, when the promise is unpaid, and the offeree loses the power to accept after learning from a reliable source that the offeror has sold the property to someone else.
1985Normile v. Miller
The buyers could not accept Miller’s counteroffer after receiving reliable notice that she had sold the property. Their original acceptance deadline supplied no promise by Miller to keep her counteroffer open, and the court did not decide whether a seal alone would supply option consideration.
Compared with nearby doctrines
| Doctrine | How it differs |
|---|---|
| Option contracts | Identify the support for keeping the offer open instead of relying on the date alone. |
| Firm offers | Section 2-205 supplies a distinct merchant writing route with a limited period. |
| Promissory estoppel | A reliance theory may affect revocability without itself proving acceptance. |
Common exam mistakes
- Treating an undisclosed sale as notice to the offeree.
- Making a friend's reliable firsthand report legally irrelevant for lack of agency.
- Assuming every deadline supplies a supported option.
- Using reliance to justify unlimited delay or bid shopping.
Practice questions
A seller makes a revocable land-sale offer with an unpaid decision deadline. Before the buyer accepts, a reliable witness tells the buyer that the seller has completed an inconsistent sale. Under Dickinson's reasoning, what follows if the buyer nevertheless attempts acceptance within the original deadline?
Answer and explanations
Correct answer: B.
Authority: Dickinson: knowledge before attempted acceptance
- A. Wrong. A gratuitous deadline alone did not establish the supported option claimed in Dickinson.
- B. Correct. The buyer knows of the completed inconsistent transaction before attempting acceptance. The reliable information matters even without personal withdrawal by the seller.
- C. Wrong. Dickinson did not require the offeror personally to deliver the information.
- D. Wrong. The attempted acceptance follows notice ending the power to accept; a deadline does not cure that sequence.
More contracts practice questions and essays
Quick answers
Must the seller personally announce withdrawal?
Not on the facts of Dickinson and Normile. Knowledge of the inconsistent completed sale before acceptance mattered, even though the information came through another person.
Does a three-month limit apply to every option?
No. That limit concerns irrevocability without consideration under UCC 2-205. Do not transpose it to every independently supported option.
Does Drennan protect a contractor who shops the bid?
It does not supply an unrestricted right to delay or seek a better deal. Its justified reliance analysis preserves a prompt opportunity to accept.