contract-law
retraction of a rejection of an offer
<p>Are retractions of rejections common or would they prompt for the same offer to be made? In case of a written agreement, would a retraction of an oral rejection require a new writing if the offeror wants to keep the offer open?</p>

<p>Would the reason of the rejection matter? What of unilateral mistakes of the offeree's interpretation of a contract?</p>

<blockquote>
  <p>would a retraction of an oral rejection require a new writing if the offeror wants to keep the offer open?</p>
</blockquote>

<p>By default, yes, because the offeree's rejection terminates his <em>power of acceptance</em> (see <a href="https://www.nylitigationfirm.com/files/restat.pdf" rel="nofollow noreferrer"><em>Restatement (Second) of Contracts</em></a> at § 36(1)(a); based on your profile, I'm assuming that you are interested in a jurisdiction in the U.S.). The rejection being oral versus <em>in writing</em> only matters (1) for evidentiary purposes, or (2) if the circumstances are explicit on how offers and decisions are to be communicated to the counterparty.</p>

<p>Once rejection has taken place, neither party can [always] know for sure whether the other is open to revisit the offer. However, the offeror may manifest that his offer remains notwithstanding a possible rejection by the offeree. See the <em>Restatement</em> at § 38(1):</p>

<blockquote>
  <p>An offeree's power of acceptance is terminated by his rejection of the
  offer, <strong>unless the offeror has manifested a contrary intention</strong>.</p>
</blockquote>

<p>(emphasis added)</p>

<p>In particular, if the offeror manifests <em>from the start</em> that his offer will stand despite a rejection, then he need not re-issue his offer upon such rejection. But that also carries the consequence that, if the offeror changes his mind and no longer wants the offer to withstand a rejection, he needs to make it clear that his initial manifestation and/or the offer is revoked.</p>

<p>What matters is that, at all times, both parties are on the same page as to each other's <em>intention of whether or not</em> bind themselves in the tentative contract.</p>

<blockquote>
  <p>Would the reason of the rejection matter?</p>
</blockquote>

<p>No. Or at least I cannot think of a scenario where the reason for rejection would supersede this aspect of contract law. See the last remark in the previous question.</p>

<blockquote>
  <p>What of unilateral mistakes of the offeree's interpretation of a contract?</p>
</blockquote>

<p>It is unclear what you mean by that question or how you relate it to your central question (re-issuing an offer once it has been rejected). Chapter 6 of the <em>Restatement</em> addresses voidability of contracts as a result of mistakes, but that implies that the contract has already been formed (and hence beyond any issues of rejection of an offer).</p>

<blockquote>
  <p>Are retractions of rejections common or would they prompt for the same
  offer to be made?</p>
</blockquote>

<p>A retraction of rejection is essentially a counteroffer: you have rejected the original offer which has made it no longer stand for you. Now you are saying "wait, I want to accept it" but, by default, there is nothing to accept anymore. Now you are the offeror and the original offeror is now the offeree.</p>

<blockquote>
  <p>In case of a written agreement, would a retraction of an oral rejection require a new writing if the offeror wants to keep the offer open?</p>
</blockquote>

<p>Only certain types of contracts need to be in writing in the first place (such as real property sale/purchase, prenup agreements etc.). So, whether writing is required is governed solely by the type of the contract, not by what happened in the offer-reject-counteroffer-accept chain of events.</p>

<p>In practice, if:</p>

<ol>
<li>the original offer was in writing</li>
<li>then it got orally rejected</li>
<li>then the rejection attempted to be retracted</li>
<li>and the original offeror is still happy for you to accept the original offer</li>
</ol>

<p>— then there is certainly no requirement to write the paper again. Just sign it.</p>

<blockquote>
  <p>Would the reason of the rejection matter?</p>
</blockquote>

<p>No.</p>

<blockquote>
  <p>What of unilateral mistakes of the offeree's interpretation of a contract?</p>
</blockquote>

<p>The concept of "unilateral mistake" in contract law only applies to existing contracts. There is none in your scenario. If you misunderstood the offer and rejected it because of that it does not invalidate your rejection in any way.</p>
