54. Acceptance By Performance; Necessity Of Notification To Offeror


(1) Where an offer invites an offeree to accept by rendering a performance, no notification is necessary to make such an acceptance effective unless the offer requests such a notification.

(2) If an offeree who accepts by rendering a performance has reason to know that the offeror has no adequate means of learning of the performance with reasonable promptness and certainty, the contractual duty of the offeror is discharged unless

(a) the offeree exercises reasonable diligence to notify the offeror of acceptance, or

(b) the offeror learns of the performance within a reasonable time, or

(c) the offer indicates that notification of acceptance is not required.


a. Rationale. In the usual commercial bargain the offeror expects and receives prompt notification of acceptance, and such notification is ordinarily essential to an acceptance by promise. See 56. But where an offer invites the offeree to accept by rendering a performance, the offeree needs a dependable basis for his decision whether to accept. Compare 63 and Comment a. When the offeree performs or begins to perform in response to such an offer, there is need for protection of his justifiable reliance. Compare 45. Those needs are met by giving the performance the effect of temporarily barring revocation of the offer; but ordinarily notification of the offeror must follow in due course. See Uniform Commercial Code 2-206 Comment 3.

b. Performance operating as return promise. This Section applies only to offers which invite acceptance by performance. Where the offeree is empowered to choose between acceptance by performance and acceptance by promise (see 32), this Section applies only if he chooses to accept by performance. See 50(2). In such a case the acceptance often carries with it a return commitment (see 62), and it is rare that the offer dispenses with notification of such a commitment. Compare 56, 69. Unless the performance will come to the offeror's attention in normal course, it is not likely to be a reasonable mode of acceptance. See 30. In the exceptional case where acceptance is invited by a performance which will not come promptly to the offeror's attention, Subsection (2) usually requires notification of acceptance. Uniform Commercial Code 2-206(2) provides that if no notification is sent within a reasonable time in such a case, the offeror may treat the offer as having lapsed before acceptance. Compare 41.