Offer & Acceptance according to §§ 145–147 BGB

After a valid declaration of intent, the next crucial steps in contract formation are the offer (Angebot) and the acceptance (Annahme). These two declarations bring a contract to life.

1. The Offer (§ 145 BGB)

An offer is a binding declaration that expresses the will to conclude a contract with specific content. It includes all essential terms (essentialia negotii):

• Subject of the contract (what?)
• Price (how much?)
• Contract partner (who?)

Once an offer is made, § 145 BGB states that the offeror is bound to it, unless he explicitly excludes binding effects ("freibleibendes Angebot").

2. Acceptance (§ 147 BGB)

Acceptance is the declaration of agreement with all terms of the offer. It must be:

• timely (within the acceptance period)
• unconditional

3. When is Acceptance on Time?

§ 147 BGB distinguishes between:

a) Acceptance of an offer made to someone present (§ 147 I BGB)

The acceptance must occur immediately — during the same conversation (including phone calls or video calls).

b) Acceptance of an offer made to someone absent (§ 147 II BGB)

Acceptance must occur within the time in which the offeror can typically expect a response (mail delivery time, processing time, etc.).

4. What if Acceptance Comes Late?

A late acceptance counts as a new offer (§ 150 BGB).

5. Conclusion

If offer and acceptance match perfectly in time and content, a legally binding contract is formed. This reciprocal structure is fundamental to all contractual relationships.