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date: 27 October 2020

Abstract and Keywords

According to conventional contract law, the formation of a valid agreement ordinarily involves an offer, an acceptance, and consideration. The former two elements typically take place through spoken or written language: an offeror proposes to do something in exchange for something of value to be given by an offeree. The latter may then accept the offer, reject it, or make a counteroffer. What is it that makes this particular verbal exchange so special, and how does it differ from other acts of speech which may also entail legal consequences, such as issuing a threat, offering a bribe, defaming someone, or perjuring oneself? This article addresses this question using speech-act theory, a linguistic approach to meaning advocated by two language philosophers, John Austin (1962) and John Searle (1969). It presents Searle's requirements (called felicity conditions) that commissive illocutions must satisfy in order to be well-formed speech acts. The article also discusses contract formation by focusing on promise versus offer and commitment versus obligation.

Keywords: contract law, contract formation, speech acts, speech-act theory, John Austin, John Searle, felicity conditions, offer, acceptance, consideration

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