When an Offer requires an Express Acceptance, the fact of Acceptance must be communicated to the Offeror by the Offeree or his agent, a mere Private Uncommunicated Assent will not effect a Contract

The Court of Civil Appeals of Alabama in Frank Crain Auctioneers, Inc. v. Delchamps, 797 So. 2d 470(2000) held that an offer is said to be accepted only if the assent is communicated to the offeror per the offer terms.  If the offer requires an express acceptance, the fact of acceptance must be communicated to the offeror.  An offer alone does not create a contract.  And when there is no contract formed, there is no breach. 
This case involved a dispute relating to a real estate commission that an auctioneer was asked to pay to the real estate agent.  Crain, an auctioneer in Kentucky, (“Plaintiff”) conducted an auction sale in Baldwin County.  Prior to the auction, Plaintiff sent brochures detailing the properties offered for sale and mailed postcards to local real-estate agents. Delchamps, a licensed real-estate broker, (“Defendant”) and the owner of Randy Delchamps Real Estate Development Company in Mobile, received a postcard from the Plaintiff.  The post card read: "We welcome the participation of other real estate professionals in this important auction. A fee equal to two percent (2%) top bid price will be paid from the auctioneer's commission to any licensed real estate broker or salesperson whose prospect successfully closes on the property. To qualify for payment of commission, your prospect must be registered with Frank Crain Auctioneers forty-eight (48) hours prior to the auction. The broker or salesperson must attend and register his or her prospect on the day of the auction and must be present at the signing of the sales contract."
Defendant registered for the auction.  However, at no point did he say or register a prospective buyer with the Plaintiff.  At the auction, the Defendant was highest successfully bidder on one property.  After the auction, the Defendant gave the Plaintiff’s employee a personal check, signed "Randy Delchamps," as a deposit for 10% of the bid and signed a contract to buy the property in the name of "Randy Delchamps and/or assigns."  The transaction was to be closed within 60 days.  Before the close of transaction, the Defendant claimed sales commission which the Plaintiff denied.  The closing agent deposited with the court the funds representing the disputed commission and interplead the parties claiming those funds. The trial court awarded the commission to the Defendant.  This appeal followed. 
The Court of Appeals stated that evidences were in the Plaintiff’s favor which established that the Plaintiff did not enter into a contract with the Defendant to pay him real estate commission. Id. at 472.  The Court analyzed the facts and found that the Plaintiff via its postcard made an offer to pay a 2% sales commission to any broker (1) who registered a prospective buyer 48 hours preceeding the auction, (2) who came to the auction and registered his prospective buyer on the day of the auction, and (3) whose buyer successfully closed on the property. Id.  The Court noted that an offer alone, however, does not create a contract. Id.  ( citing Wright v. Schwerman Trucking Co., 555 So. 2d 1119, 1120 (Ala. Civ. App. 1989)). ‘"There is no breach of contract unless there was previously an offer and acceptance."’ Id. ( quoting Sly v. First Nat'l Bank of Scottsboro, 387 So. 2d 198, 200 (Ala. 1980)).
The Court stated that the Defendant could have accepted the Plaintiff’s offer only by following the terms of the offer and registering the prospect. Id.  The Court also noted that, ‘"It is familiar law that 'the offerer has a right to prescribe in his offer any conditions as to time, place, quantity, mode of acceptance, or other matters which it may please him to insert in and make a part thereof, and the acceptance, to conclude the agreement, must in every respect meet and correspond with the offer, neither falling short or going beyond the terms proposed, but exactly meeting them at all points and closing with them just as they stand.'" Id. (quoting Ingalls Steel Prods. Co. v. Foster & Creighton Co., 226 Ala. 122, 125, 145 So. 464, 466 (1932).
Therefore, when an offeror dictates the manner in which acceptance is to be indicated, a manifestation of assent by some other means will not usually result in the formation of a contract. Id. at 473.  See 1 Williston on Contracts, § 76 (1957)." (citing Hall v. Integon Life Ins. Co., 454 So. 2d 1338, 1342 (Ala. 1984)).  The Court noted that, in the instant case, the Defendant did not accept Plaintiff’s offer.  Per offer terms, the Defendant had to register the prospective buyer within 48 hours of the start of auction. Id.  The Defendant did not register a prospect with the auctioneer, nor did the Defendant inform that he had a buyer other than himself or that he expected a commission to be paid. Id.  The Defendant initially signed the contract in his individual capacity as "Randy Delchamps and/or assigns." Id.  Only later, after he had assigned the purchase contract to an L.L.C. he had formed with a group of investors, did the Defendant demand commission from the Plaintiff. Id.  Therefore, based on the above the Court found that the Defendant did not communicate his acceptance to Plaintiff and did not comply with the manner of acceptance specified in the offer. Id. 
The Court reversed the lower court’s judgment. Id.  The Court found that there was no contract, either express or implied, between the parties because Defendant failed to accept Plaintiff's offer within the terms of acceptance. Id.  The Court concluded that there was no contract and so no breach.  Therefore, the Defendant was not entitled to commission. Id.