Offer and acceptance are two essential elements required to form an enforceable contract. An offer is made when one party makes a promise to do or refrain from doing some specified act in the future. And an acceptance occurs when an offer is accepted unequivocally—without conditions or ambiguity.

In other words, the acceptance must mirror the terms of the offer. If the acceptance varies from the terms of the offer it is considered a rejection of the offer and a counteroffer.

Acceptance may be expressed through words, deeds, or the performance called for in the contract.

In New Jersey, as in other jurisdictions, the formation of a contract requires an offer, acceptance, consideration, and mutual assent. An offer is a clear proposal made by one party (the offeror) to another (the offeree), indicating a willingness to enter into a contract on certain terms. Acceptance must be unequivocal and must match the terms of the offer exactly, which is known as the 'mirror image rule.' If the acceptance alters the terms or adds new ones, it is not a true acceptance but rather a counteroffer, which the original offeror can then accept or reject. Acceptance can be communicated through words, written or spoken, or through actions that clearly indicate acceptance of the offer, such as fulfilling the obligations outlined in the offer. New Jersey courts will look at the outward manifestations of agreement by the parties to determine if a contract has been formed. This means that the subjective intent of the parties is less important than how their actions and words would be interpreted by a reasonable person.