document_title: Qin dynasty

question_text: what led to the decline of the qin dynasty in china

text: Qin dynasty

text: History[edit]

text: Origins and early development[edit]

text: In the 9th century BC, Feizi, a supposed descendant of the ancient political advisor Gao Yao, was granted rule over Qin City. The modern city of Tianshui stands where this city once was. During the rule of King Xiao of Zhou, the eighth king of the Zhou dynasty, this area became known as the state of Qin. In 897 BC, under the regency of Gonghe, the area became a dependency allotted for the purpose of raising and breeding horses.[3] One of Feizi's descendants, Duke Zhuang, became favoured by King Ping of Zhou, the thirteenth king in that line. As a reward, Zhuang's son, Duke Xiang, was sent eastward as the leader of a war expedition, during which he formally established the Qin.[4]

text: The state of Qin first began a military expedition into central China in 672 BC, though it did not engage in any serious incursions due to the threat from neighbouring tribesmen. By the dawn of the fourth century BC, however, the neighbouring tribes had all been either subdued or conquered, and the stage was set for the rise of Qin expansionism.[5]

text: Growth of power[edit]

text: Lord Shang Yang, a Qin statesman of the Warring States period, advocated a philosophy of Legalism, introducing a number of militarily advantageous reforms from 361 BC until his death in 338 BC. Yang also helped construct the Qin capital, commencing in the mid-fourth century BC Xianyang. The resulting city greatly resembled the capitals of other Warring States.[6]

text: Notably, Qin Legalism encouraged practical and ruthless warfare.[7] During the Spring and Autumn period,[8] the prevalent philosophy had dictated war as a gentleman's activity; military commanders were instructed to respect what they perceived to be Heaven's laws in battle.[9] For example, when Duke Xiang of Song[note 1] was at war with the state of Chu during the Warring States period, he declined an opportunity to attack the enemy force, commanded by Zhu, while they were crossing a river. After allowing them to cross and marshal their forces, he was decisively defeated in the ensuing battle. When his advisors later admonished him for such excessive courtesy to the enemy, he retorted, "The sage does not crush the feeble, nor give the order for attack until the enemy have formed their ranks."[10]

text: The Qin disregarded this military tradition, taking advantage of their enemy's weaknesses. A nobleman in the state of Wei accused the Qin state of being "avaricious, perverse, eager for profit, and without sincerity. It knows nothing about etiquette, proper relationships, and virtuous conduct, and if there be an opportunity for material gain, it will disregard its relatives as if they were animals."[11] It was this Legalist thought combined with strong leadership from long-lived rulers, openness to employ talented men from other states, and little internal opposition that gave the Qin such a strong political base.[12]

text: Another advantage of the Qin was that they had a large, efficient army[note 2] and capable generals. They utilised the newest developments in weaponry and transportation as well, which many of their enemies lacked. These latter developments allowed greater mobility over several different terrain types which were most common in many regions of China. Thus, in both ideology and practice, the Qin were militarily superior.[7]

text: Finally, the Qin empire had a geographical advantage due to its fertility and strategic position, protected by mountains that made the state a natural stronghold.[note 3] Its expanded agricultural output helped sustain Qin's large army with food and natural resources;[12] the Wei River canal built in 246 BC was particularly significant in this respect.[13]

text: Conquest of the Warring States[edit]

text: During the Warring States period preceding the Qin dynasty, the major states vying for dominance were Yan, Zhao, Qi, Chu, Han, Wei and Qin. The rulers of these states styled themselves as kings, rather than using the titles of lower nobility they had previously held. However, none elevated himself to believe that he had the "Mandate of Heaven," as the Zhou kings had claimed, nor that he had the right to offer sacrifices—they left this to the Zhou rulers.[14]

text: Before their conquest in the fourth and third centuries BC, the Qin suffered several setbacks. Shang Yang was executed in 338 BC by King Huiwen due to a personal grudge harboured from his youth. There was also internal strife over the Qin succession in 307 BC, which decentralised Qin authority somewhat. Qin was defeated by an alliance of the other states in 295 BC, and shortly after suffered another defeat by the state of Zhao, because the majority of their army was then defending against the Qi. The aggressive statesman Fan Sui (范雎), however, soon came to power as prime minister even as the problem of the succession was resolved, and he began an expansionist policy that had originated in Jin and Qi, which prompted the Qin to attempt to conquer the other states.[15]

text: The Qin were swift in their assault on the other states. They first attacked the Han, directly east, and took the city of Xinzheng in 230 BC. They then struck northward; the state of Zhao surrendered in 228 BC, and the northernmost state of Yan followed, falling in 226 BC. Next, Qin armies launched assaults to the east, and later the south as well; they took the Wei city of Daliang (now called Kaifeng) in 225 BC and forced the Chu to surrender by 223 BC. Lastly, they deposed the Zhou dynasty's remnants in Luoyang and conquered the Qi, taking the city of Linzi in 221 BC.[16]

text: When the conquests were complete in 221 BC, King Zheng – who had first assumed the throne of the Qin state at age 9[17] – became the effective ruler of China.[18] The subjugation of the six states was done by King Zheng who had used efficient persuasion and exemplary stratagem. He solidified his position as sole ruler with the abdication of his prime minister, Lü Buwei. The states made by the emperor were assigned to officials dedicated to the task rather than place the burden on people from the royal family.[18] He then combined the titles of the earlier Three Sovereigns and Five Emperors into his new name: Shi Huangdi (始皇帝) or "First Emperor".[19][note 4] The newly declared emperor ordered all weapons not in the possession of the Qin to be confiscated and melted down. The resulting metal was sufficient to build twelve large ornamental statues at the Qin's newly declared capital, Xianyang.[20]

text: Southward expansion[edit]

text: In 214 BC, Qin Shi Huang secured his boundaries to the north with a fraction (100,000 men) of his large army, and sent the majority (500,000 men) of his army south to conquer the territory of the southern tribes. Prior to the events leading to Qin dominance over China, they had gained possession of much of Sichuan to the southwest. The Qin army was unfamiliar with the jungle terrain, and it was defeated by the southern tribes' guerrilla warfare tactics with over 100,000 men lost. However, in the defeat Qin was successful in building a canal to the south, which they used heavily for supplying and reinforcing their troops during their second attack to the south. Building on these gains, the Qin armies conquered the coastal lands surrounding Guangzhou,[note 5] and took the provinces of Fuzhou and Guilin. They struck as far south as Hanoi. After these victories in the south, Qin Shi Huang moved over 100,000 prisoners and exiles to colonize the newly conquered area. In terms of extending the boundaries of his empire, the First Emperor was extremely successful in the south.[20]

text: Campaigns against the Xiongnu[edit]

text: However, while the empire at times was extended to the north, the Qin could rarely hold on to the land for long. The tribes of these locations, collectively called the Hu by the Qin, were free from Chinese rule during the majority of the dynasty.[21] Prohibited from trading with Qin dynasty peasants, the Xiongnu tribe living in the Ordos region in northwest China often raided them instead, prompting the Qin to retaliate. After a military campaign led by General Meng Tian, the region was conquered in 215 BC and agriculture was established; the peasants, however, were discontented and later revolted. The succeeding Han dynasty also expanded into the Ordos due to overpopulation, but depleted their resources in the process. Owen Lattimore said of both dynasties' attempts to conquer the Ordos, "conquest and expansion were illusory. There was no kind of success that did not create its own reaction."[22] Indeed, this was true of the dynasty's borders in multiple directions; modern Xinjiang, Tibet, Manchuria, Inner Mongolia, and regions to the southeast were foreign to the Qin, and even areas over which they had military control were culturally distinct.[23]

text: Fall from power[edit]

text: Three assassination attempts were made on Qin Shi Huang's life,[24] leading him to become paranoid and obsessed with immortality. He died in 210 BC, while on a trip to the far eastern reaches of his empire in an attempt to procure an elixir of immortality from Taoist magicians, who claimed the elixir was stuck on an island guarded by a sea monster. The chief eunuch, Zhao Gao, and the prime minister, Li Si, hid the news of his death upon their return until they were able to alter his will to place on the throne the dead emperor's most pliable son, Huhai, who took the name of Qin Er Shi.[17] They believed that they would be able to manipulate him to their own ends, and thus effectively control the empire. Qin Er Shi was, indeed, inept and pliable. He executed many ministers and imperial princes, continued massive building projects (one of his most extravagant projects was lacquering the city walls), enlarged the army, increased taxes, and arrested messengers who brought him bad news. As a result, men from all over China revolted, attacking officials, raising armies, and declaring themselves kings of seized territories.[25]

text: During this time, Li Si and Zhao Gao fell out, and Li Si was executed. Zhao Gao decided to force Qin Er Shi to commit suicide due to Qin Er Shi's incompetence. Upon this, Ziying, a nephew of Qin Er Shi, ascended the throne, and immediately executed Zhao Gao.[25] Ziying, seeing that increasing unrest was growing among the people[note 6] and that many local officials had declared themselves kings, attempted to cling to his throne by declaring himself one king among all the others.[13] He was undermined by his ineptitude, however, and popular revolt broke out in 209 BC. When Chu rebels under the lieutenant Liu Bang attacked, a state in such turmoil could not hold for long. Ziying was defeated near the Wei River in 207 BC and surrendered shortly after; he was executed by the Chu leader Xiang Yu. The Qin capital was destroyed the next year, and this is considered by historians to be the end of the Qin empire.[26][note 7] Liu Bang then betrayed and defeated Xiang Yu, declaring himself Emperor Gaozu[note 8] of the new Han dynasty on 28 February 202 BC.[27] Despite the short duration of the Qin dynasty, it was very influential on the structure of future dynasties.

text: Culture and society[edit]

text: Domestic life[edit]

text: The aristocracy of the Qin were largely similar in their culture and daily life. Regional variations in culture were considered a symbol of the lower classes. This stemmed from the Zhou and was seized upon by the Qin, as such variations were seen as contrary to the unification that the government strove to achieve.[28]

text: Commoners and rural villagers, who made up over 90% of the population,[29] very rarely left the villages or farmsteads where they were born. Common forms of employment differed by region, though farming was almost universally common. Professions were hereditary; a father's employment was passed to his eldest son after he died.[30] The Lüshi Chunqiu[note 9] gave examples of how, when commoners are obsessed with material wealth, instead of the idealism of a man who "makes things serve him", they were "reduced to the service of things".[31]

text: Peasants were rarely figured in literature during the Qin dynasty and afterwards; scholars and others of more elite status preferred the excitement of cities and the lure of politics. One notable exception to this was Shen Nong, the so-called "Divine Father", who taught that households should grow their own food. "If in one's prime he does not plow, someone in the world will grow hungry. If in one's prime she does not weave, someone in the world will be cold." The Qin encouraged this; a ritual was performed once every few years that consisted of important government officials taking turns with the plow on a special field, to create a simulation of government interest and activity within agriculture.[30]

text: Architecture[edit]

text: Warring States-era architecture had several definitive aspects. City walls, used for defense, were made longer, and indeed several secondary walls were also sometimes built to separate the different districts. Versatility in federal structures was emphasized, to create a sense of authority and absolute power. Architectural elements such as high towers, pillar gates, terraces, and high buildings amply conveyed this.[32]

text: Philosophy and literature[edit]

text: The written language of the Qin was logographic, as that of the Zhou had been.[33] As one of his most influential achievements in life, prime minister Li Si standardized the writing system to be of uniform size and shape across the whole country. This would have a unification effect on the Chinese culture for thousands of years. He is also credited with creating the "lesser-seal" (Chinese: 小篆, Pinyin: xiǎozhuàn) style of calligraphy, which serves as a basis for modern Chinese and is still used in cards, posters, and advertising.[34]

text: During the Warring States period, the Hundred Schools of Thought comprised many different philosophies proposed by Chinese scholars. In 221 BC, however, the First Emperor conquered all of the states and governed with a single philosophy, Legalism. At least one school of thought, Mohism, was eradicated, though the reason is not known. Despite the Qin's state ideology and Mohism being similar in certain regards, it is possible that Mohists were sought and killed by the state's armies due to paramilitary activities.[35]

text: Confucius's school of thought, called Confucianism, was also influential during the Warring States period, as well as throughout much of the later Zhou dynasty and early imperial periods.[note 10] This school of thought had a so-called Confucian canon of literature, known as the "six classics": the Odes, Documents, Ritual, Music, Spring and Autumn Annals, and Changes, which embodied Chinese literature at the time.[36]

text: During the Qin dynasty, Confucianism—along with all other non-Legalist philosophies—was suppressed by the First Emperor; early Han dynasty emperors did the same. Legalism denounced the feudal system and encouraged severe punishments, particularly when the emperor was disobeyed. Individuals' rights were devalued when they conflicted with the government's or the ruler's wishes, and merchants and scholars were considered unproductive, fit for elimination.[37]

text: One of the more drastic allegations, however the infamous burning of books and burying of scholars incident, does not appear to be true, as it was not mentioned until many years later.[38]The Han dynasty historian, Sima Qian wrote that First Emperor, in an attempt to consolidate power, in 213 BC ordered the burning of all books advocating viewpoints that challenged Legalism or the state, and also stipulated that all scholars who refused to submit their books to be burned would be executed by premature burial.[20] Only texts considered productive were to be preserved, mostly those that discussed pragmatic subjects, such as agriculture, divination, and medicine. [39] However, Sinologists now argue that the "burying of scholars" is not literally true, as the term probably meant simply "put to death." [40]

text: Government and military[edit]

text: The Qin government was highly bureaucratic, and was administered by a hierarchy of officials, all serving the First Emperor. The Qin put into practice the teachings of Han Feizi, allowing the First Emperor to control all of his territories, including those recently conquered. All aspects of life were standardized, from measurements and language to more practical details, such as the length of chariot axles.[19]

text: The states made by the emperor were assigned to officials dedicated to the task rather than place the burden on people from the royal family. Zheng and his advisers also introduced new laws and practices that ended feudalism in China, replacing it with a centralized, bureaucratic government. The form of government created by the first emperor and his advisors was used by later dynasties to structure their own government.[18] Under this system, both the military and government thrived, as talented individuals could be more easily identified in the transformed society. Later Chinese dynasties emulated the Qin government for its efficiency, despite its being condemned by Confucian philosophy.[19][41] There were incidences of abuse, however, with one example having been recorded in the "Records of Officialdom". A commander named Hu ordered his men to attack peasants in an attempt to increase the number of "bandits" he had killed; his superiors, likely eager to inflate their records as well, allowed this.[42]

text: Qin Shi Huang also improved the strong military, despite the fact that it had already undergone extensive reforms.[43] The military used the most advanced weaponry of the time. The invention of the sword during the Warring States period was a great advance. It was first used mostly in bronze form, but by the third century BC, the Qin were using stronger iron swords. The demand for this metal resulted in improved bellows. The crossbow had been introduced in the fifth century BC and was more powerful and accurate than the composite bows used earlier. It could also be rendered ineffective by removing two pins, which prevented enemies from capturing a working crossbow.[9]

text: The Qin also used improved methods of transportation and tactics. The state of Zhao had first replaced chariots with cavalry in 307 BC, but the change was swiftly adopted by the other states because cavalry had greater mobility over the terrain of China.[44]

text: The First Emperor developed plans to fortify his northern border, to protect against nomadic invasions. The result was the initial construction of what later became the Great Wall of China, which was built by joining and strengthening the walls made by the feudal lords, which would be expanded and rebuilt multiple times by later dynasties, also in response to threats from the north. Another project built during Qin Shi Huang's rule was the Terracotta Army, intended to protect the emperor after his death.[43] The Terracotta Army was inconspicuous due to its underground location, and was not discovered until 1974.[45]

text: Religion[edit]

text:
Floating on high in every direction,
Music fills the hall and court.
The incense sticks are a forest of feathers,
The cloudy scene an obscure darkness.
Metal stalks with elegant blossoms,
A host of flags and kingfisher banners.
The music of the "Seven Origins" and "Blossoming Origins"
Are intoned as harmonious sounds.
Thus one can almost hear
The spirits coming to feast and frolic.
The spirits are seen off to the zhu zhu of the musics,
Which purifies and refines human feelings.
Suddenly the spirits ride off on the darkness,
And the brilliant event finishes.
Purified thoughts grow hidden and still,
And the warp and weft of the world fall dark.

Han shu, p. 1046

tag: div

text: The dominant religious belief in China during the reign of the Qin, and, in fact, during much of early imperial China, was focused on the shen (roughly translating to "spirits"), yin ("shadows"), and the realm they were said to live in. The Chinese offered animal sacrifices in an attempt to contact this other world, which they believed to be parallel to the earthly one. The dead were said to simply have moved from one world to the other. The rituals mentioned, as well as others, served two purposes: to ensure that the dead journeyed and stayed in the other realm, and to receive blessings from the spirit realm.[note 11][46][47]

text: Religious practices were usually held in local shrines and sacred areas, which contained sacrificial altars. During a sacrifice or other ritual, the senses of all participants and witnesses would be dulled and blurred with smoke, incense, and music. The lead sacrificer would fast and meditate before a sacrifice to further blur his senses and increase the likelihood of perceiving otherworldly phenomena. Other participants were similarly prepared, though not as rigorously.

text: Such blurring of the senses was also a factor in the practice of spirit intermediaries, or mediumship. Practitioners of the art would fall into trances or dance to perform supernatural tasks. These people would often rise to power as a result of their art—Luan Da, a Han dynasty medium, was granted rule over 2,000 households. Noted Han historian Sima Qian was scornful of such practices, dismissing them as foolish trickery.[48]

text: Divination—to predict and/or influence the future—was yet another form of religious practice. An ancient practice that was common during the Qin dynasty was cracking bones or turtle shells to gain knowledge of the future. The forms of divination which sprang up during early imperial China were diverse, though observing natural phenomena was a common method. Comets, eclipses, and droughts were considered omens of things to come.[49]

text: Etymology of China[edit]

text: The name 'Qin' (pronounced as 'Chin') is believed to be the etymological ancestor of the modern-day European name of the country, China. The word probably made its way into the Indo-Aryan languages first as 'Cina' or 'Sina' and then into Greek and Latin as 'Sinai' or 'Thinai'. It was then transliterated into English and French as 'China' and 'Chine'. This etymology is dismissed by some scholars, who suggest that 'Sina' in Sanskrit evolved much earlier before the Qin dynasty. 'Jin' (pronounced as 'Zhin'), a state controlled by the Zhou dynasty in seventh century BC, is another possible origin.[50] Others argued for the state of Jing (荆, another name for Chu), as well other polities in the early period as the source of the name.[51]

text: Sovereigns of Qin dynasty[edit]

text: Note: King Zhaoxiang of Qin (秦昭襄王) had already been ruling Qin for 51 years when Qin annihilated the Zhou dynasty; however the other six warring states were still independent regimes. Some Chinese historiographers thus used the next year (the 52nd year of King Zhaoxiang of Qin) as the official succession from the Zhou dynasty.

text: Qin Shi Huang was the first Chinese sovereign to proclaim himself "Emperor", after unifying China in 221 BC. That year is therefore generally taken by Western historians to be the start of the "Qin dynasty" which lasted for fifteen years until 206 when it was cut short by civil wars.[52]

text:
Posthumous names / title
Chinese family names and given names
Period of Reigns

Convention: "Qin" + posthumous name

Zhaoxiang (昭襄 Zhāoxiāng)
Ying Ze (嬴則 yíng zé) or Ying Ji (嬴稷 yíng jì)
306 – 250 BC

Xiaowen (孝文 Xiàowén)
Ying Zhu (嬴柱 yíng zhù)
250 BC

Zhuangxiang (莊襄 Zhuāngxiāng)
Ying Zichu (嬴子楚 yíng zǐ chǔ)
249 – 247 BC

Qin dynasty (221 – 206 BC)

Shi Huangdi (始皇帝 Shǐ Huángdì)
Ying Zheng (嬴政 yíng zhèng)
246 – 210 BC

Er Shi Huangdi (二世皇帝 Èr Shì Huángdì)
Ying Huhai (嬴胡亥 yíng hú hài)
210 – 207 BC

Ziying was often referred using personal name or
Ziying, King of Qin (秦王子嬰 qín wáng zi yīng)

Did not exist
Ying Ziying (嬴子嬰 yíng zi yīng)
206 BC

text: Imperial family tree[edit]

text:
[show]Qin Dynasty

See: family tree of
the Kings of Qin

Zheng 政 259–210 BC
King of Qin 秦王 247–221 BC
Qin Shi Huang 秦始皇
221–210 BC

1

18 or 25 (disputed)

Fusu 扶蘇
d. 210 BC

Huhai 胡亥 229–207 BC
Qin Er Shi 秦二世
210–207 BC

Ziying 子嬰 d. 206 BC
Qin San Shi 秦三世
207 BC


document_title: Offer and acceptance

question_text: how long does an offer last contract law

root

text: Offer and acceptance

text: Offer[edit]

text: Treitel defines an offer as "an expression of willingness to contract on certain terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it is addressed", the "offeree".[1] An offer is a statement of the terms on which the offeror is willing to be bound. It is the present contractual intent to be bound by a contract with definite and certain terms communicated to the offeree.

tag: p

text: The expression of an offer may take different forms, such as a letter, newspaper advertisement, fax, email and even conduct, as long as it communicates the basis on which the offeror is prepared to contract.

text: Whether the two parties have reached agreement on the terms or whether a valid offer has been made is an issue which is determined by the courts using criteria known as 'the objective test' which was explained in the leading English case of Smith v. Hughes.[2][3] In Smith v. Hughes, the court emphasised that the important thing in determining whether there has been a valid offer is not the party's own (subjective) intentions, but how a reasonable person would view the situation.

text: Unless the offer included the key terms of the contract, it cannot be the basis of a binding contract. For example, as a minimum requirement for sale of goods contracts, a valid offer must include at least the following 4 terms: Delivery date, price, terms of payment that includes the date of payment and detail description of the item on offer including a fair description of the condition or type of service. Unless the minimum requirements are met, an offer of sale is not classified by the courts as a legal offer but is instead seen as an advertisement.

text: Unilateral contract[edit]

text: A unilateral contract is created when someone offers to do something "in return for" the performance of the act stipulated in the offer.[4] In this regard, acceptance does not have to be communicated and can be accepted through conduct by performing the act.[5] Nonetheless, the person performing the act must do it in reliance on the offer.[6]

text: A unilateral contract can be contrasted with a bilateral contract, where there is an exchange of promises between two parties. For example, when (A) promises to sell her car and (B) promises to buy the car.

text: The formation of a unilateral contract can be demonstrated in Carlill v Carbolic Smoke Ball Co.[5] In order to guarantee the effectiveness of the Smoke Ball remedy, the company offered a reward of 100 pounds to anyone who used the remedy and contracted the flu. Once aware of the offer, Carlill accepted the offer when he purchased the Smoke Ball remedy and completed the prescribed course. Upon contracting the flu, he became eligible for the reward. Therefore, the company's offer to pay 100 pounds "in return for" the use of the Smoke Ball remedy and guarantee not to contract the flu was performed by Carlill.

text: Invitations to treat[edit]

text: An invitation to treat is not an offer, but an indication of a person's willingness to negotiate a contract. It's a pre-offer communication. In Harvey v. Facey,[7] an indication by the owner of property that he or she might be interested in selling at a certain price, for example, has been regarded as an invitation to treat. Similarly in Gibson v Manchester City Council[8] the words "may be prepared to sell" were held to be a notification of price and therefore not a distinct offer, though in another case concerning the same change of policy (Manchester City Council underwent a change of political control and stopped the sale of council houses to their tenants) Storer v. Manchester City Council,[9] the court held that an agreement was completed by the tenant's signing and returning the agreement to purchase, as the language of the agreement had been sufficiently explicit and the signature on behalf of the council a mere formality to be completed. Statements of invitation are only intended to solicit offers from people and are not intended to result in any immediate binding obligation. The courts have tended to take a consistent approach to the identification of invitations to treat, as compared with offer and acceptance, in common transactions. The display of goods for sale, whether in a shop window or on the shelves of a self-service store, is ordinarily treated as an invitation to treat and not an offer.[10][11]

text: The holding of a public auction will also usually be regarded as an invitation to treat. Auctions are, however, a special case generally. The rule is that the bidder is making an offer to buy and the auctioneer accepts this in whatever manner is customary, usually the fall of the hammer.[12][13] A bidder may withdraw his or her bid at any time before the fall of the hammer, but any bid in any event lapses as an offer on the making of a higher bid, so that if a higher bid is made, then withdrawn before the fall of the hammer, the auctioneer cannot then purport to accept the previous highest bid. If an auction is without reserve then, whilst there is no contract of sale between the owner of the goods and the highest bidder (because the placing of goods in the auction is an invitation to treat), there is a collateral contract between the auctioneer and the highest bidder that the auction will be held without reserve (i.e., that the highest bid, however low, will be accepted).[14] The U.S. Uniform Commercial Code provides that in an auction without reserve the goods may not be withdrawn once they have been put up.[15]

text: Revocation of offer[edit]

text: An offeror may revoke an offer before it has been accepted, but the revocation must be communicated to the offeree (although not necessarily by the offeror,[16]). If the offer was made to the entire world, such as in Carlill's case,[5] the revocation must take a form that is similar to the offer. However, an offer may not be revoked if it has been encapsulated in an option (see also option contract), or if it is a "firm offer" in which case it is irrevocable for the period specified by the offeror.

text: If the offer is one that leads to a unilateral contract, the offer generally cannot be revoked once the offeree has begun performance.

text: Acceptance[edit]

text: A promise or act on the part of an offeree indicating a willingness to be bound by the terms and conditions contained in an offer. Also, the acknowledgment of the drawee that binds the drawee to the terms of a draft.

text: Test of acceptance[edit]

text: For the acceptance, the essential requirement is that the parties had each from a subjective perspective engaged in conduct manifesting their assent. Under this meeting of the minds theory of contract, a party could resist a claim of breach by proving that he had not intended to be bound by the agreement, only if it appeared subjectively that he had so intended. This is unsatisfactory, as one party has no way to know another's undisclosed intentions. One party can only act upon what the other party reveals objectively (Lucy V Zehmer, 196 Va 493 84 S.E. 2d 516) to be his intent. Hence, an actual meeting of the minds is not required. Indeed, it has been argued that the "meeting of the minds" idea is entirely a modern error: 19th century judges spoke of "consensus ad idem" which modern teachers have wrongly translated as "meeting of minds" but actually means "agreement to the [same] thing".[17]

text: The requirement of an objective perspective is important in cases where a party claims that an offer was not accepted and seeks to take advantage of the performance of the other party. Here, we can apply the test of whether a reasonable bystander (a "fly on the wall") would have perceived that the party has impliedly accepted the offer by conduct.

text: Rules of acceptance[edit]

text: Communication of acceptance[edit]

text: There are several rules dealing with the communication of acceptance:

text:
The acceptance must be communicated.[18][19] Theisger LJ said in Household Fire and Carriage that "an acceptance which remains in the breast of the acceptor without being actually and by legal implication communicated to the offeror, is no binding acceptance".[20] Prior to acceptance, an offer may be withdrawn.
As acceptance must be communicated, the offeror cannot include an Acceptance by Silence clause. This was affirmed in Felthouse v Bindley,[21] here an uncle made an offer to buy his nephews horse, saying that if he didn't hear anything else he would "consider the horse mine". This did not stand up in court, and it was decided there could not be acceptance by silence.
An exception exists in the case of unilateral contracts, in which the offeror makes an offer to the world which can be accepted by some act. A classic instance of this is the case of Carlill v. Carbolic Smoke Ball Co. [1893] 2 Q.B. 484 in which an offer was made to pay £100 to anyone who having bought the offeror's product and used it in accordance with the instructions nonetheless contracted influenza. The plaintiff who was Mrs Carlill bought the smoke ball and used it according to the instructions but she contracted influenza.She sued the Carbolic Smoke Ball Co. for £100.The court held that the inconvenience she went through by performing the act amounted to acceptance and therefore ordered £100 to be given to Mrs.Carlill. Her actions accepted the offer - there was no need to communicate acceptance. Typical cases of unilateral offers are advertisements of rewards (e.g., for the return of a lost dog).
An offer can only be accepted by the offeree, that is, the person to whom the offer is made.
An offeree is not usually bound if another person accepts the offer on their behalf without his authorisation, the exceptions to which are found in the law of agency, where an agent may have apparent or ostensible authority, or the usual authority of an agent in the particular market, even if the principal did not realise what the extent of this authority was, and someone on whose behalf an offer has been purportedly accepted may also ratify the contract within a reasonable time, binding both parties: see agent (law).
It may be implied from the construction of the contract that the offeror has dispensed with the requirement of communication of acceptance (called waiver of communication - which is generally implied in unilateral contracts).[22]
If the offer specifies a method of acceptance (such as by post or fax), acceptance must be by a method that is no less effective from the offeror's point of view than the method specified. The exact method prescribed may have to be used in some cases but probably only where the offeror has used very explicit words such as "by registered post, and by that method only".[23]
However, acceptance may be inferred from conduct.[24][25]

tag: ul

text: Counter-offers and correspondence[edit]

text: The "mirror image rule" states that if you are to accept an offer, you must accept an offer exactly, without modifications; if you change the offer in any way, this is a counter-offer that kills the original offer and the original offer cannot be accepted at a future time.[26]

text: However, a mere request for information about the terms of the offer is not a counter-offer and leaves the offer intact.[27] It may be possible to draft an enquiry such that it adds to the terms of the contract while keeping the original offer alive.

text: Under the Uniform Commercial Code (UCC) Sec. 2-207(1), a definite expression of acceptance or a written confirmation of an informal agreement may constitute a valid acceptance even if it states terms additional to or different from the offer or informal agreement. The additional or different terms are treated as proposals for addition into the contract under UCC Sec. 2-207(2). Between merchants, such terms become part of the contract unless:

text:
a) the offer expressly limits acceptance to the terms of the offer,
b) material alteration of the contract results,
c) notification of objection to the additional/different terms are given in a reasonable time after notice of them is received.

text: Material is defined as anything that may cause undue hardship/surprise, or is a significant element of the contract.

text: If there is no contract under 2-207(1), then under UCC Sec. 2-207(3), conduct by the parties that recognize there is a contract may be sufficient to establish a contract. The terms for this contract include only those that the parties agree on and the rest via gap fillers.

text: Battle of the forms[edit]

text: Often when two companies deal with each other in the course of business, they will use standard form contracts. Often these standard forms contain terms which conflict (e.g. both parties include a liability waiver in their form). The 'battle of the forms' refers to the resulting legal dispute arising where both parties accept that a legally binding contract exists, but disagree about whose standard terms apply. Such disputes may be resolved by reference to the 'last document rule', i.e. whichever business sent the last document, or 'fired the last shot' (often the seller's delivery note) is held to have issued the final offer and the buyer's organisation is held to have accepted the offer by signing the delivery note or simply accepting and using the delivered goods.

text: In U.S. law, this principle is referred to as the last shot rule.

text: Under English law, the question was raised in Butler Machine Tool Co Ltd v Ex-Cell-O Corporation (England) Ltd,[28] as to which of the standard form contracts prevailed in the transaction. Lord Denning MR preferred the view that the documents were to be considered as a whole, and the important factor was finding the decisive document; on the other hand, Lawton and Bridge LJJ preferred traditional offer-acceptance analysis, and considered that the last counter-offer prior to the beginning of performance voided all preceding offers. The absence of any additional counter-offer or refusal by the other party is understood as an implied acceptance.

text: In Leicester Circuits Ltd. v. Coates Brothers plc (2002) and GHSP Incorporated v AB Electronic Ltd (2010) the English High Court has found that companies may have not agreed on any terms, and so the 'last document rule' may not apply. In the GHSP case, there was no situation where one company could have been said to have accepted the other's standard terms, as they remained in unresolved dispute. The court held that neither party's terms applied and therefore the contract was governed by the implied terms of the UK Sale of Goods Act 1979.

text: Postal Rule[edit]

text: As a rule of convenience, if the offer is accepted by post, the contract comes into existence at the moment that the acceptance was posted.[29] This rule only applies when, impliedly or explicitly, the parties have post in contemplation as a means of acceptance.[30] It excludes contracts involving land, letters incorrectly addressed and instantaneous modes of communication. The relevance of this early 19th century rule to modern conditions, when many quicker means of communication are available has been questioned, but the rule remains good law for the time being.

text: Knowledge of the offer[edit]

text: In Australian law, there is a requirement that an acceptance is made in reliance or pursuance of an offer.[6]

text: Rejection of an offer or lapse of time[edit]

text: An offer can be terminated on the grounds of rejection by the offeree, that is if the offeree does not accept the terms of the offer or makes a counter-offer as referred to above.

text: Also, upon making an offer, an offeror may include the period in which the offer will be available. If the offeree fails to accept the offer within this specific period, then the offer will be deemed as terminated.

text: Death of offeror[edit]

text: Generally death (or incapacity) of the offeror terminates the offer. This does not apply to option contracts.

text: The offer cannot be accepted if the offeree knows of the death of the offeror.[31] In cases where the offeree accepts in ignorance of the death, the contract may still be valid, although this proposition depends on the nature of the offer. If the contract involves some characteristic personal to the offeror, the offer is destroyed by the death.

text: Death of offeree[edit]

text: An offer is rendered invalid upon the death of the offeree.[32]

text: Time of contract formation[edit]

text: A contract will be formed (assuming the other requirements for a legally binding contract are met) when the parties give objective manifestation of an intent to form the contract.

text: Because offer and acceptance are necessarily intertwined, in California, offer and acceptance are analyzed together as subelements of a single element, known either as consent of the parties or mutual assent.[33]

text: Discussions on offer and acceptance[edit]

text: The attempt by the courts to analyse all contracts in terms of offer and acceptance has been the subject of some criticism.[34] In New Zealand Shipping Co Ltd v. A M Satterthwaite & Co Ltd (The Eurymedon) [1975] AC 154 Lord Wilberforce have said

text: "It is only the precise analysis of this complex of relations into the classical offer and acceptance, with identifiable consideration, that seems to present difficulty, but this same difficulty exists in many situations of daily life, e.g. sales at action; supermarket purchases; boarding an omnibus; purchasing a train ticket; tenders for the supply of goods; offers of reward; acceptance by post; warranties of authority by agents; manufacturers; guarantees; gratuitous bailments; bankers' commercial credits. These are all examples which show that English law, having committed itself to a rather technical and schematic doctrine of contract, in application takes a practical approach, often at the cost of forcing the facts to fit uneasily into the marked slots of offer, acceptance and consideration."

text: Subsequently, Lord Denning has expressed his view in Gibson v. Manchester City Council [1978] 1 WLR 520, 523. Lord Denning stated that

text: "To my mind it is a mistake to think that all contracts can be analysed into the form of offer and acceptance. I know in some textbooks it has been the custom to do so; but, as I understand the law, there is no need to look for a strict offer and acceptance. You should look at the correspondence as a whole and at the conduct of the parties and see therefrom whether the parties have come to an agreement on everything that was material. If by their correspondence and their conduct you can see an agreement on all material terms, which was intended thenceforward to be binding, then there is a binding contract in law even though all the formalities have not been gone through."

text: When the case was appealed to the House of Lords, Lord Diplock said in [1974] 1 WLR 294, 297

text: "My Lords, there may be certain types of contract, though I think they are exceptional, which do not fit easily into the normal analysis of a contract as being constituted by offer and acceptance; but a contract alleged to have been made by an exchange of correspondence between the parties in which the successive communications other than the first are in reply to one another is not one of these. I can see no reason in the instant case for departing from the conventional approach of looking at the handful of documents relied on as constituting the contract sued on and seeing whether on their true construction there is to be found in them a contractual offer by the council to sell the house to Mr Gibson and an acceptance of that offer by Mr Gibson. I venture to think that it was by departing from this conventional approach that the majority of the Court of Appeal was led into error."

text: These discussions all point to the fact that not all formation of contracts can be neatly analysed by using offer and acceptance.

text: Under the Principles of European Contract Law, Article 2:101 provides that:

text: "A contract is concluded if:

text: a) the parties intend to be legally bound, and

text: b) they reach a sufficient agreement

text: without any further requirement"

text: In addition Article 2:211 provided that

text: "The rules in this Section apply with appropriate adaptations even though the process of conclusion of a contract cannot be analysed into offer and acceptance."

text: The case below considers the exception of offer and acceptance in English law.

text: Exception for offer and acceptance[edit]

text: Contracts can also be formed without offer and acceptance. The Satanita is one of the cases that cannot be analysed by offer and acceptance.

text: The case is about a yacht competition. There are certain rules in the competition. One of the rule is that the rule breakers are liable for all consequential loss. Lord Dunraven entered into the competition with the defendant owner of The Satanita. The Satanita crashed Lord Dunraven's yacht and sunk it.

text: The Court of Appeal held that there was a contract for the owner of The Satanita to pay Lord Dunraven's loss. None of the lords said how the contract was formed in terms of offer and acceptance.