only be valid if it is express or implied directly to the offeror. It must fall within the prescribed time constraints, and acceptance must be absolute and unconditional. Making a counter offer automatically rejects the prior offer, and requires an acceptance under the terms of the counter offer or there is no contract. On October 1, Finerty responded to Skjonsby’s proposed form contract with a counter offer, stating that “three changed need to be made” and he will sign the contract. This signified a rejection to the original offer. Two of the changes were resolved, and on October 17, Dataserv offered a remedy to the final change. Technology did not respond. On November 8, Dataserv offered to remove the clause that was causing the delay, and Technology responded by revoking their intent to purchase the “features.” Finerty never accepted the terms to the proposed contract, therefore there was never an acceptance.

Dataserv and Technology Enforceability

Whether or not Technology is liable for the difference between the sale price of the features and the contract price depends on if a contract was ever formed for which they would be responsible for payment. A valid contract is formed when one party, the offeror, makes an offer that is accepted by the other party the offeree. The offeror is free to revoke the offer at any point before the offeror accepts. Making a counter offer automatically rejects the prior offer, and requires an acceptance under the terms of the counter offer or there is no contract. Dataserv offered certain IBM computer “features” for the price of $100,000 to Technology on August 29. On September 6, Dataserv sent a proposed contract for this sale, and after over a month of back and forth, the two parties did not come to an agreement. On November 8, Technology communicated to Dataserv that “the deal was not going to get done…” At this point, any possibility of an agreement was dismissed. A contract was never formed between the two parties. Technology cannot be held liable for the difference between the sale price of the features and the contract price.