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 South Dakota, as in other states, the formation of a contract requires an offer by one party and an acceptance by another. An offer is a clear proposal made by the offeror that, if accepted, will result in a binding agreement. It must be communicated to the offeree, be definite, and indicate the offeror's intent to be bound by the terms if accepted. Acceptance, on the other hand, must be unequivocal and must mirror the terms of the offer exactly, which is known as the 'mirror image rule.' If the acceptance adds new terms or conditions, it does not constitute a valid acceptance but rather a counteroffer, which the original offeror can then accept or reject. Acceptance can be communicated in various ways, including verbally, in writing, or through actions that clearly indicate acceptance of the terms, such as beginning the performance of the contract. South Dakota contract law follows these general principles, which are rooted in common law and are also reflected in the Uniform Commercial Code (UCC) for the sale of goods.