Valid acceptance:

legal rules regarding a Valid Acceptance

(1) Acceptance can be given only by the person to whom offer is made:
• In case of a specific offer, it can be accepted only by the person to whom it
is made. [Boulton vs. Jones (1857)]
• Case Law: Boulton vs. Jones (1857) • Facts: Boulton bought a business
from Brocklehurst. Jones, who was Broklehurst’s creditor, placed an order
with Brocklehurst for the supply of certain goods. Boulton supplied the
goods even though the order was not in his name. Jones refused to pay
Boultan for the goods because by entering into the contract with
Blocklehurst, he intended to set off his debt against Brocklehurst.
• Conclusion: Held, as the offer was not made to Boulton, therefore, there
was no contract between Boulton and Jones. • In case of a general offer, it
can be accepted by any person who has the knowledge of the offer. [Carlill
vs. Carbolic Smoke Ball Co. (1893)]
(2) Acceptance must be absolute and unqualified:
Example:(a) ‘A’ enquires from ‘B’, “Will you purchase my car for Rs. 2
lakhs?” If ‘B’ replies “I shall purchase your car for Rs. 2 lakhs, if you buy
my motorcycle for Rs. 50000/-, here ‘B’ cannot be considered to have
accepted the proposal.
• A BCar Rs. 2 lacs B Yes If A will buy my motorcycle for Rs. 50000
Qualified Acceptance
Example:(b) M offered to sell his land to N for £280. N replied purporting to
accept the offer but enclosed a cheque for £ 80 only. He promised to pay the
balance of £ 200 by monthly installments of £ 50 each. It was held that N
could not enforce his acceptance because it was not an unqualified one.
[Neale vs. Merret [1930] W. N. 189].
• M Nland for £280. Cheque £80 & promised to pay £ 200 Unqualified
Acceptance

• If there is some change in the terms of original offer then it is called

counter offer. This is not the acceptance of offer. Such conditional
acceptance is a counter proposal and has to be accepted by the proposer, if
the original proposal has to materialize into a contract.
Example:(c) A offers to sell his house to B for Rs. 1,00,000/-. B replied
that, “I can pay Rs. 80,000 for it. The offer of ‘A’ is rejected by ‘B’ as the
acceptance is not unqualified. B however changes his mind and is prepared
 to pay Rs. 1,00,000/-. This is also treated as counter offer and it is upto A
whether to accept it or not.[Union of India v. Bahulal AIR 1968 Bombay
294].
• A B Rs.1 lacs Rs. 80000 Qualified Acceptance
(3) The acceptance must be communicated:
Example: (a) Brogden vs. Metropolitan Railway Co. (1877)
• Facts: B a supplier, sent a draft agreement relating to the supply of coal to the
manager of railway Co. viz, Metropolitian railway for his acceptance. The
manager wrote the word “Approved” on the same and put the draft agreement
in the drawer of the table intending to send it to the company’s solicitors for a
formal contract to be drawn up. By an over sight the draft agreement remained
in drawer.
• Conclusion: Held, that there was no contract as the manager had not
communicated his acceptance to the supplier, B.
(4) Acceptance must be in the prescribed mode: Where the mode of acceptance
is prescribed in the proposal, it must be accepted in that manner. If no mode is
mentioned, then in reasonable mode.
Example: If the offeror prescribes acceptance through messenger and
offeree sends acceptance by email, there is no acceptance of the offer if the
offeror informs the offeree that the acceptance is not according to the mode
prescribed. But if the offeror fails to do so, it will be presumed that he has
accepted the acceptance and a valid contract will arise.
(5) Time: Acceptance must be given within the specified time limit, if any, and if
no time is stipulated, acceptance must be given within the reasonable time and
before the offer lapses.
• What is reasonable time is nowhere defined in the law and thus would depend on
facts and circumstances of the particular case.
(6) Mere silence is not acceptance: The acceptance of an offer cannot be implied
from the silence of the offeree or his failure to answer.
• Case Law: Felthouse vs. Bindley (1862)
• Facts: F (Uncle) offered to buy his nephew’s horse for £30 saying “If I
hear no more about it I shall consider the horse mine at £30.” The nephew
did not reply to F at all. He told his auctioneer, B to keep the particular horse
out of sale of his farm stock as he intended to reserve it for his uncle. By
mistake the auctioneer sold the horse. F sued him for conversion of his
property.
• Conclusion: Held, F could not succeed as his nephew had not
communicated the acceptance to him.
unless the offeree has in any previous conduct indicated that his silence is
the evidence of acceptance.
 • Example: ’A’ subscribed for the weekly magazine for one year. Even after
expiry of his subscription, the magazine company continued to send him
magazine for five years. And also ‘A’ continued to use the magazine but
denied to pay the bills sent to him. ’A’ would be liable to pay as his
continued use of the magazine was his acceptance of the offer.
(7) Acceptance by conduct/Implied Acceptance: Acceptance of the proposal may
be by conduct or by other modes of acceptance i.e. verbal or written
communication.
• Therefore, when a person performs the act intended by the proposer as the
consideration for the promise offered by him, the performance of the act
constitutes acceptance.
• For example, when a tradesman receives an order from a customer and
executes the order by sending the goods, the customer’s order for goods
constitutes the offer, which has been accepted by the tradesman
subsequently by sending the goods. It is a case of acceptance by conduct.

12 Main Essentials of a Valid Acceptance – Explained!

1. Acceptance must be given by the person to whom the proposal is made:
An acceptance to be valid must be given only by a person to whom offer has been
given. In other words, acceptance must move from the offeree and no one else.

2. Acceptance can be given only when the acceptor has the knowledge of the
offer:
Acceptance therefore cannot be given without the knowledge of offer, as in case of
Lalman Shukla v Gauri Dutt.

3. The acceptance must be absolute and unconditional:

It is another important essential element of a valid acceptance. A valid contract
arises only if the acceptance is absolute and unconditional. It means that the
acceptance should be in total (i.e. of all the terms of the offer), and without any
condition.

Thus, an acceptance with a variation is no acceptance. It is simply a counter offer.

A counter offer puts an end to the original offer, and it cannot be revived by
subsequent acceptance.
4. The acceptance must be given within the time prescribed or within a
reasonable time:
Sometimes, the time limit is fixed within which an acceptance is to be given. In
such cases, the acceptance must be given within the fixed time limit. In case, no
time is prescribed, the acceptance should be given within a reasonable time. The
term ‘reasonable time’ depends upon the facts and circumstances of each case.

5. The acceptance must be given before the lapse of offer:

A valid contract can arise only when the acceptance is given before the offer has
elapsed or withdrawn. An acceptance which is made after the withdrawal of the
offer is invalid, and does not create any legal relationship.

6. The acceptance must be communicated:

It is an important and essential element of a valid acceptance. The definition of
acceptance as given in Sec. 2(b) emphasises this requirement. According to this,
the consent to the offer should be signified (i.e. indicated or declared).
In other words, the acceptance is completed only when it has been communicated
to the offeror. It may be noted that until the acceptance is communicated, it does
not create any legal relations.

7. The acceptance must be communicated to the offer or himself:

A valid contract arises only if the acceptance is communicated to the offeror
himself. If acceptance is communicated to the person, other than the offeror, it will
not create any legal relationship. In fact, such communication is no communication
at all.

8. The acceptance must be in the prescribed manner:

It is the legal rule of the acceptance that it must be accepted in the prescribed
manner. If the offer is not accepted in the prescribed manner, then the offeror may
reject the acceptance within reasonable time.

It may, however, be noted that, if the offeror does not reject the acceptance within
a reasonable time then he becomes bound by acceptance. [Sec. 7(2)]

9. The acceptance must be given in some usual and reasonable manner:

It is another important legal rule of an acceptance that where no mode is
prescribed, acceptance must be given in some usual and reasonable manner. In
such cases, the mail course is considered, a very reasonable manner.

10. The acceptance must show an intention that acceptor is willing to fulfil the
terms of the offer:
A valid contract can arise only when the acceptance is given with the intention of
fulfilling the terms of the contract. An acceptance which is made jokingly and
without any intention of entering into a contract is invalid and does not create any
legal relationship.

11. The acceptance may be express or implied:

An acceptance, which is expressed by words written or spoken, is called an express
acceptance.

12. The acceptance cannot be presumed from silence:

Sometimes, the acceptor does not convey his decision to the offer or/and keeps
silent. In such a case, his silence does not amount to acceptance. Similarly, the
offeror does not have the legal rights to say that if no answer is received within a
certain time, the offer shall be deemed to have been accepted.

He (the offeror) cannot impose a condition that offeree’s silence will be regarded
as equivalent to acceptance.