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 Tennessee, as in other jurisdictions, the formation of a contract requires an offer, acceptance, consideration, mutual assent, and a meeting of the minds. 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 specified terms. Acceptance, on the other hand, must be an unequivocal agreement to those terms. It can be communicated through words, actions, or performance as specified in the offer. If the acceptance adds new terms or changes the terms of the original offer, it does not constitute a valid acceptance but rather a counteroffer, which the original offeror can then accept or reject. This principle is consistent with the common law of contracts and is reflected in the Tennessee Code Annotated and relevant case law. It is important to note that both the offer and acceptance must be communicated effectively for a contract to be considered legally binding in Tennessee.