Acceptance

Section2(c), ‘consent given by a person in the same sense

in which the offeror has taken the substance of the proposal
presented by him to the former.

Section 5: A contract shall be deemed to have been

concluded once the person to whom a proposal has been
presented by another person communicates his consent
thereto.

For: BBA KUSOM ONLY

Acceptance may be defined as an
unconditional assent, communicated by
the offeree to the offeror, to all terms of the
offer, made with the intention of accepting.
Whether an acceptance has in fact
occurred is ascertained from the behavior
of the parties, including any
correspondence that has passed between
them.
Acceptance is the act of assenting by the
offeree to an offer. In other words, it is the
manifestation by the offeree of his
willingness to be bound by the terms of the
offer
It is " to an offer what a lighted match is to
a train of gunpowder. It produces
something which cannot be recalled, or
undone".
This means when the offeree signifies his
assent, to the offeror, the offer is said to
be accepted.
 Rules Regarding Acceptance
Acceptance can be express or implied.
Acceptance can be made by specific person (in case of
specific offer) or by any one (incase of general offer)
Acceptance must be in reliance of offer (offeree must know
offer).
Acceptance must be absolute and unqualified.
Conditional assent is not acceptance.
Counter offer is not an acceptance rather rejection of an offer.
Acceptance must be communicated.
The offeror may prescribe the method of acceptance.
Remaining silence doesnot amount to acceptance
 Who can Accept?
Acceptance of Particular Offer:
When an offer is made to a particular person, it
can be accepted by him alone. if it is accepted
by any other person, there is no valid
acceptance. The rule of law is clear that if you
propose to make a contract with A, B cannot
substitute himself for A without your consent.
For eg X made an offer to Y by post.
Unfortunately the letter reached to Z and Z
accepted the offer.
What is the position of this acceptance?
Acceptance of General Offer
Offer may be addressed to one particular
person or group of persons or the world at
large, as in an offer of a reward.
If an offer is made for the world at large,
such offer can be accepted by any person.
Thud in the case of Carlill vs Carbolic
Smoke Ball Co.(1893), the Smoke Ball Co
advertised that they would pay 100 pound
to anyone who contracted influenza after
using their smoke ball for a specified
period.
Carlill contracted influenza after having
purchased and used one as directed and
claimed the reward.
The Co argued that it was impossible to
contract with the whole world. This
argument was rejected by the court and it
was held that the advertisement
constitutes the general offer to the whole
world at large and can be accepted by
anyone.
Acceptance may be express or
implied.

It is express when it is communicated by

words spoken or written or by doing some
required act.
It is implied when it is gathered from
surrounding circumstances or the conduct
of the parties.
 Implied acceptance
E.g. (a) At auction sale, R is the highest bidder.
The auctioneer accepts the offer by striking the
hammer on the table. This is implied
acceptance.
(b) A widow promised to settle some immovable
property on her niece if the niece stayed with her
in her residence till her death. The niece stayed
with her in her residence till her death. Held, the
niece was entitled to property. This is also an
implied acceptance.
The offeree must accept the exact terms
proposed by the offeror absolutely, without
any qualification and unconditionally. In
other words without introducing any new
terms which the offeror has not had the
opportunity to consider.
The introduction of new terms is referred
to as “Counter Offer” and its effect in law is
to bring to an end the original offer.
Harvey v Facey
Acceptance must be in reliance of offer
(offeree must know offer).

A person purporting to accept an offer

must be aware that the offer exists.
For example, if B has found A’s dog and
return s it out of kindness, and if B later
learns of a reward offered for the dog, B
cannot then claim the reward.
The necessary connection between offer
and acceptance is missing.
Acceptance must be absolute
and unqualified
Acceptance must be made as it is made
without any qualification (unchanged of
offer) without further negotiation between
the parties.
If changes are made in offer and
accepted, it shall be consider as counter
offer.
 Conditional assent is not
acceptance
Conditional assent is not binding unless
and until the offeror agrees to the
condition- the condition then has to be
fulfilled.
A offered: Will you buy my bike for Rs
50000
B replied: Yes I will buy your bike if I
manage finance from the bank
Result: no acceptance
The offeror may prescribe the
method of acceptance.
It shall be at the discretion of the offeror to
prescribe the mode or method of
acceptance; if so, acceptance must
comply with the requirements before an
agreement is completed.
 Remaining silence does not
amount to acceptance
A wrote to be, ‘ I offer to buy your bike for
Rs 500000. If you do not reply by the end
of this will, I consider that you have
accepted my offer and I expect that you
will deliver the bike at the beginning of
next week’.
 It must be Communicated to the
offeror: section 7
As a general rule, acceptance will not be effective
unless communicated to the offeror by the offeree or
by someone with his or her authority (Eg agent,
executor, legal representative)
Thus, just as offer has to be communicated, the
communication of acceptance should be made to the
offeror.
To conclude a contract between the parties, the
acceptance must be communicated in some
perceptible form.
There must be some external
manifestation some outward expression,
some word spoken or act done by the
person to whom the offer is made which
the law can regard as communication of
his acceptance of the offeror.
Thus mental acceptance or
uncommunicated acceptance has no legal
effect.
A mere resolve or mental determination on
the part of the offeree to accept an offer,
when there is no external manifestation of
intention to do so, is not sufficient even
though consensus does arise.
The moment the offeree(acceptor) decides
to accept; but the law cannot take note of
states of minds as such, unless as
expressed and communicated
It is axiomatic (evident without proof or
argument) that acceptance of an offer
cannot be inferred from silence
Brogden v Metropolitan Railway
Co.
So it is necessary that the offeror should know
that his offer is accepted, communication is
must. In …………..A draft agreement relating to
the supply of coal was sent to the manager of a
rail way company for his acceptance.
The manager wrote the word " approved" and
put the draft in the drawer of his table intending
to send it to the company's solicitor for a formal
contract to be drawn up.
Held : there was no contract. In this case even
though manager of railway company accepts the
offer but was not communicated to the offeror.
The communication of acceptance are
instantaneous (oral, telephone, telex), the
contract will come into being when and
where acceptance is received.
Entores v Miles Far East Corp. CA 1955, it
was held that a telex message sent out of
office hours would not be regarded as
instantaneous and the time and place of
the formation of the contract would be
determined by the intentions of the parties,
sound business practice and possibly, on
a judgement as to where the risk would lie
Exceptions of communication
Unilateral contracts:
No requirement that acceptance should be
communicated and the performance of
stipulated act will constitute acceptance.
Carlill v Carbolic Smoke Ball, the contract
was binding eventhough the plaintiff did
not notify the defendants of her intention to
accept.
 It must be given within a
reasonable time:
If any time limit is specified, the
acceptance must be given with in that
time. If no time limit is specified, it must
be given with in a reasonable time.
Where offeror expressly or
impliedly waived the need for
communication
Acceptance must be given before offer
lapses or withdrawn.
Silence does not amount to acceptance.
Section 7(4)./ non communication of
acceptance doesnot amount to acceptance.
Felt House v Brindley, F wrote to his nephew
offering to buy his horse for £30 15s and
adding if I hear no more from you I consider
the horse is mine. Brindley never replied
Held: No contract. Offeror cannot impose
contract liability on Offeree merely by
proclaiming that silence amount to
acceptance.
 When acceptance completes?
In case of offeror:
When the offeror receives the notice of
acceptance:
In case of offeree: when the offeror comes to
know about the consent given to his offer.

Termination of Acceptance
By giving notice before the communication of
acceptance is received by the offeror.
By death of the offeree if depends of offeree’s
personal skill.