An offeree is the person or entity to whom a contract offer is made—the party whose valid acceptance can turn that offer into an agreement. The offeror makes the offer; the offeree receives it, and either role can belong to a buyer, seller, employer, employee, or another contracting party. In UK takeover terminology, “offeree company” has a separate corporate meaning: the company targeted by an offer or potential offer.

The practical question is “Who can accept this particular proposal right now?” It is not simply “Who is buying?” The answer can change as negotiations develop, and an expired or effectively withdrawn offer may no longer be available to accept. The examples below explain roles using clearly identified legal sources; the result of an actual transaction depends on its terms and governing jurisdiction.

Offeree versus offeror, promisor, and promisee

Offeror and offeree describe the making and receiving of an offer. Promisor and promisee describe a promise: who makes it and to whom it is made. They are useful labels for different questions, not four permanently separate people.

In a bilateral agreement involving exchanged promises, the same person may be a promisor for one obligation and a promisee for another. An offeree is therefore not automatically “the promisee” for every obligation, and receiving a proposal does not itself mean an agreement has already been formed.

First check whether there is an offer

Not every advertisement, price discussion, application, quotation, or request for information gives its recipient a power to form a contract by saying yes. The words and circumstances may invite further negotiation instead. “Invitation to treat” is terminology often used for an invitation to make offers; in United States discussions, preliminary negotiations may raise a similar issue without every transaction following identical rules.

California's 2026 civil jury instructions, CACI 307–311, provide a concrete illustration. Instruction 307 addresses a communicated willingness to contract on specific terms, with a reasonable understanding that accepting would produce the agreement. Instructions 308–311 separately address withdrawal, acceptance, silence, and rejection. These are California instructions, not a universal test for every transaction.

This distinction matters in online shopping. A customer's order may be the offer to buy, leaving the seller as offeree; terms may also distinguish an acknowledgment of receipt from acceptance. Do not assume the consumer is always the offeree because the business displayed products or sent an automated email.

What can an offeree do, and what happens next?

The offeree can respond to an existing offer in several ways. The response's legal effect depends on the offer's terms, the communication, and the applicable rules—not merely on a heading such as “acceptance” in an email.

California CACI 309 focuses on agreement to the offered terms and communication of that agreement. CACI 310 explains that silence ordinarily does not accept, but recognizes the situation where both parties understood silence or inaction to mean acceptance. Silence is thus neither a universal yes nor a universal exemption from contractual consequences.

A counteroffer is different from a simple inquiry. “Would you consider a later start date?” may ask for information rather than condition assent. “I will agree only if the start date changes” signals a different issue. These are illustrative expressions, not automatic judicial classifications; read the communication as a whole. Also apply the goods-sale qualification below before treating every added term as rejection.

A counteroffer example: watch the roles change

Suppose a designer, Priya, makes Jordan's business a sufficiently definite offer for a logo project at $1,000, with specified work and timing. This hypothetical assumes the proposal is an offer governed by the general contract rules illustrated above, rather than merely a quote inviting negotiation.

1. Priya offers the project: Priya is offeror; Jordan's business is offeree of that proposal.
2. Jordan responds, “We will agree only at $800”: That conditional response proposes different terms. Jordan's business becomes offeror of the $800 proposal; Priya becomes its offeree. Under the illustrated general rule, Jordan cannot assume the original $1,000 offer remains available to accept later.
3. Priya answers: She can accept the new proposal if the necessary formation requirements are satisfied, reject it, or propose another set of terms. The analysis follows the particular offer at each stage.

If Jordan merely asks whether Priya could reduce the fee, it may be an inquiry instead. If Jordan already validly accepted before asking to change the price, the issue could be modification of an existing agreement rather than acceptance of a still-open offer. Keep the actual sequence of messages; changing their order can change the question.

Goods sales: additional terms are not always a counteroffer

A blanket “every change rejects the offer” statement misses important statutory rules. Florida's current sales provisions, sections 672.204–672.207, illustrate the distinction for sales of goods.

Section 672.206 generally allows acceptance in a reasonable manner and medium unless the language or circumstances unambiguously indicate otherwise. An order to buy goods for prompt shipment can invite a prompt promise to ship or shipment. A seasonably identified accommodation shipment has a separate qualification; not every shipment necessarily accepts the order.

Under section 672.207, a definite and timely expression of acceptance can operate as acceptance despite additional or different terms unless expressly conditional on assent to those terms. Whether additional terms become part of the contract is a separate issue, with special rules between merchants. It is incorrect to assume either that every added term prevents formation or that every added term automatically binds the recipient.

For example, a business sends a supplier an order for specified goods. The business may be offeror and the supplier offeree. A supplier's response containing an extra term must be analyzed under the applicable sales law and exact wording; it cannot safely be labeled a counteroffer solely because the documents differ. These Florida provisions illustrate enacted UCC sales rules, not all states' law or service and real-estate transactions.

Acceptance by promise, performance, or conduct

A bilateral offer invites acceptance through a return promise. A unilateral offer invites acceptance through the requested performance. The offeree must identify what the offer actually calls for; promising to act and carrying out the required act are not necessarily interchangeable.

California Civil Code section 1584 recognizes acceptance by performing a proposal's conditions or accepting the consideration offered with it. As a hypothetical, a reward offer that calls for return of a lost item illustrates performance-oriented acceptance. Whether the person knew of the offer, satisfied its conditions, or acquired any protection after beginning performance needs the applicable rules and facts; this example does not decide those questions.

Acceptance by conduct does not create a separate legal species of “implied offeree.” It concerns how assent is shown. Florida section 672.204 recognizes agreements for goods through sufficient conduct, while section 672.206 addresses reasonable modes of acceptance and notice concerning requested performance. Do not replace these specific issues with a rule that every action, delivery, or mouse click accepts every proposed term.

Timing, lapse, withdrawal, and offers held open

Keep the offer and the complete communication record. Determine the deadline, permitted method, and applicable rule for when acceptance becomes effective. A sent message and a received message are not interchangeable in every legal setting; no single “email rule” answers all disputes.

California Civil Code section 1587 includes lapse of the stated acceptance period—or a reasonable time if none is stated—and communication of revocation before acceptance becomes effective under the referenced communication rules. The fact that somebody once received an offer does not give a permanent power to accept it.

Withdrawal also has qualifications. Florida section 672.205 addresses a merchant's signed assurance holding a goods offer open, with specified requirements and a statutory limit on that protection without consideration. That rule is not a guarantee that every casually stated deadline makes every offer irrevocable. An option arrangement or other legal protection needs its own analysis rather than a blanket “the offeror can always cancel” answer.

UK takeover usage: what is an offeree company?

In the Takeover Code context, the offeree company is the target or potential target of the acquisition proposal. The Code's offeree-company definition expressly includes a potential offeree company and explains the target company's position in a scheme of arrangement. The separate offeror definition addresses the person proposing to acquire the shares, including potential offerors.

For a hypothetical acquisition of Birch plc by Cedar Ltd, Birch is the offeree company and Cedar the offeror. These corporate labels identify sides of a regulated transaction; they do not mean Birch's board can complete every acquisition simply by sending an ordinary contract-law acceptance. The transaction's structure and required shareholder or other procedures must be considered separately.

Nor does the Code apply to every company merely because it is called a takeover. The Panel's scope explanation addresses qualifying companies registered in the UK, Channel Islands, or Isle of Man, quotation-related criteria, and transitional arrangements following the February 2025 changes. Check the company's actual status and relevant date. This is a context distinction, not a takeover-compliance guide.

Offeree questions

Is the offeree always the buyer?

No. A seller may receive a buyer's offer to purchase and therefore be offeree. A prospective employee receiving an employer's job offer is another example; the label follows the particular proposal, not the payment direction.

Who is the offeror or offerer?

The party making the offer. “Offeror” is the terminology used here. A counteroffer can make the original offeree the offeror of a new proposal.

Can an offeree reject an offer without using the word “reject”?

A communicated response may reject by its meaning or propose a conditional bargain instead. A question, silence, and a counteroffer should not automatically be treated alike. California's acceptance and rejection instructions and the separate goods-sale provisions show why the wording and legal context matter.

Does accepting always create an enforceable contract?

A valid acceptance is part of formation, but other requirements or enforceability issues may remain. Florida section 672.201, for example, addresses records required for certain goods sales and exceptions. Being an offeree alone does not resolve those issues.

Are offeree, promisee, and contract type the same question?

No. Offeree concerns who receives an offer; promisee concerns who receives a promise. There is no single universal list of “four types of contracts” that defines the offeree: bilateral/unilateral and express/conduct-based classifications address different features. For the related agreement concept, see Contract.