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Is there any legal argument or case law that supports that a request for better terms is not a rejection and counter offer?

San Diego, CA |

A service provider offered a partial refund for unsatisfactory services via email in exchange for confidentiality of my negative experience. I emailed back asking if they would be willing to consider a full refund and went ahead and accepted/signed the written refund agreement attached to the provider's offer email when I didn't get any response.
Is my request a rejection of the offer and is there any legal support/case law to debate that it isn't?

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Attorney answers 1


You did indeed reject the offer by making a counteroffer. By thereafter signing the refund agreement it offered, you made a new offer, which the provider has no obligation to accept.

The Uniform Commercial Code has modified the rule in offers for the sale of goods, but that doesn't have any relevance to this transaction.



I had found something through Google and wondered if it might make any difference. Restatement of Contracts, Section 39 An offeree's power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifested a contrary intention or unless the counter-offer manifests a contrary intention of the offeree. b. Qualified acceptance, inquiry or separate offer....A mere inquiry regarding the possibility of different terms, a request for a better offer, or a comment upon the terms of the offer, is ordinarily not a counter-offer. Such responses to an offer may be too tentative or indefinite to be offers of any kind; or they may deal with new matters rather than a substitution for the original offer; or their language may manifest an intention to keep the original offer under consideration. c. Contrary statement of offeror or offeree....An offeree may state that he is holding the offer under advisement, but that if the offeror desires to close a bargain at once the offeree makes a specific counter-offer. Such an answer will not extend the time that the original offer remains open, but will not cut that time short.

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