ACCEPTANCE IN CONTRACT LAW

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Acceptance to an offer is what a lighted matchstick is to a barrel of gunpowder Section 2(b) of the Indian Contract Act, 1872 defines acceptance as “When the person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted. A proposal when accepted, becomes a promise.” When an offeror makes an offer to a person and the person accepts that offer, the offer becomes a promise. In case of specific offers i.e. offers that are made to a specific person, acceptance should be given only by the person to whom the offer has been made while in case of general offers i.e. offers that are made to general public, acceptance can be given by any person who fulfils the conditions of the offer. RULES FOR VALID ACCEPTANCE There are certain rules that an acceptance needs to fulfil in order to be considered as a valid acceptance: A) ACCEPTANCE MUST BE ABSOLUTE AND UNQUALIFIED Acceptance must be absolute which means that it should be unconditional. Any condition in accepting the offer leads to counter offer which means that the first offer stands cancel and the person to whom the offer is made becomes an offeror. For example, A person A makes an offer to B offering his watch for ₹2000 via letter. B replies to the letter stating that he is ready to purchase his watch, but at ₹1500. Here, A and B have not entered into a valid contract because even when B has accepted the offer, he has placed a condition before A, nullifying the original offer and making a new one. B) ACCEPTANCE MUST BE COMMUNICATED The offer once accepted should be communicated to the offeror in order to result into a valid contract. The communication of an offer is completed as against the offeree when it comes to the knowledge of the offeror. In Brogden v. Metropolitan Railway Co. case the offer made to the manager of the railway company for supply of coal was accepted by the manager, but the same was not communicated to the offeror. The court held that no valid contract has been formed since the acceptance was not communicated to the offeror.


C) ACCEPTANCE MUST BE IN THE PRESCRIBED FORM For any acceptance to be termed as a valid acceptance, it is essential that it is made in prescribed form. In Eliason v. Henshaw case the offeror made an offer to a person through wagon and specifically mentioned that in case of acceptance, the same should be made through wagon. However, the person sent the acceptance by post instead of wagon to save time. The offeror rejected the same. The court held that no valid contract has been entered into, because the acceptance was not made in the prescribed form. For example, If it is specifically mentioned by the offeror that the acceptance must be communicated via letter, then the offeree must communicate his acceptance via letter. In case, if the offeree makes acceptance in some other form and the same is pointed out by the offeror then the offeree has to take that into account, otherwise no contract is formed. In cases, the offeror does not point it out, the same is considered to be accepted by the offeror. Thus, leading to a valid contract. D) ACCEPTANCE MAY BE EXPRESSED OR IMPLIED Acceptance can be expressed and implied as well. Express is when the offer is expressly accepted by the person to whom the offer has been made i.e. in words. Implied acceptance is the acceptance made otherwise than in words may be by the performance of conditions, etc. For example, If a person is offered to sell 10 kg of wheat to a person B and the person sends wheat to B, then the performance of the condition amounts to implied acceptance.

Acceptance of an offer means acceptance of all the terms of the offer. Partial acceptance of an offer does not amount to a valid acceptance. Further, seeking clarifications pertaining to offer does not amount to acceptance. E) ACCEPTANCE MUST BE GIVEN BY THE PERSON TO WHOM THE OFFER HAS BEEN MADE For acceptance to be amounting as valid acceptance, it is essential that the same is given by the person to whom the offer has been made. Further, the acceptance must be made to the person who has made the offer. The communication must take place between the offeror and the person to whom the offer is made for amounting to a valid contract.


REVOCATION OF ACCEPTANCE An acceptance maybe revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwards. Communication of the acceptance is completed as against the acceptor, when it comes to the knowledge of the offeror Which means that till that time, the acceptance can be revoked. For example, A proposes B to sell his watch. B accepts the offer and sends the same to A. Now B can revoke the acceptance any time before the acceptance comes to the Knowledge of A.