A contract emerges by coinciding of the offer and acceptance. Acceptance is the act of giving consent to the proposal. Acceptance is the manifestation by the offeree of his willingness to be bound by the terms of the offer. Mathematically it may be stated as;
offer + acceptance = contract
Sometimes it is stated that ‘acceptance to an offer is what a lighted match is to a train of gunpowder.’ It means that once a lighted match is put in touch with a gunpowder it cannct be withdrawn from explosion. Similarly, when an acceptance is communicated it cannot be recalled or undone So when the offeree signifies his assent to the offeror, the offer becomes a promise.
Acceptance defined-Section 2(b)
The section 2(b) defines acceptance as:
“When the person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted.”
Acceptance how made
The law does not prescribe any particular form of words or mode of expression to make an acceptance. Any mode which can distinctly express an intention to agree would be sufficient. An acceptance may be indicated by just saying (a) “yes”, or (b) “OK”, or (e) by nodding head in the affirmative or (d) by performing act called for.
Express or implied acceptance
Acceptance may be express or implied. It is express when it is communicated by words spoken or written or by doing some
required act. Acceptance is implied when it is to be gathered from the surrounding circumstances or the conduct of the parties.
(a) Acceptance by conduct: A trader receives an order from a customer and executes the order by sending the goods. it is a case Of acceptance by conduct. Here the trader is accepting the offer by performance of the act.
(b) Implied acceptance: A enters into a bus for going to his destination and takes a seat. From the nature of circumstances it is implied acceptance on the part of A.
(c) Surrounding circumstances: A’s car goes out of order and he is stranded on a lonely road. B, a passerby, starts correcting the fault. A allows B to do the same. From the nature of circumstances A has given his acceptance to the offer by B.
Who can accept offer
(a) Acceptance of particular offer:
When an offer is made to specific person it can be accepted only by him. If any other person accepts it, no contract with that person comes into existence. The rule of law is that if A desires to make a contract with B, then C cannot substitute himself for B without the consent of A.
(b) Acceptance of general offer: When an offer is not directed to any specified person but to tile public at large, it may be accepted by any member of the public at large who has knowledge of the existence of the offer.
Essentials of valid acceptance
Acceptance, in order to be legally effective must satisfy the following rules:.
1. Acceptance must be absolute and unqualified-Section 7(1): An acceptance to be valid must be absolute and unqualified and according to the exact terms of the offer. An acceptance with a variation however slight, is no acceptance, tt may amount to a counter-offer which the original offeree may or may not accept.
2. Acceptance must be communicated to offeror:
Acceptance must be communicated. An agreement does not result from a mere state of mind, intent to accept an offer or even a mental resolve to accept an offer does not give rise to a contract. There must be some external manifestation of that intent by speech, writing or other act,
3. Acceptance must be in prescribed manner-Section 7(2):
If the offer prescribed the manner in which it is to be accepted and the acceptance is net made Jn such manner there is not acceptance if the offerer informs that the.acceptance is not according to the modes prescribed. If the acceptance is otherwise, the offeror, within a reasonable time, must insist that the offer should be accepted in the prescribed manner, if the offeror fails to de so he accepts the offer as made.
A makes an offer to B and writes “Please wire reply.” B sends the reply by post. This is no acceptance if A informs B that the acceptance is net according to the mode prescribed.
However, A may choose to accept it as such.
4. Acceptance must be given within time limit:
Where offer specifies time for acceptance it must be accepted within such time. Where no time is specified it should be accepted within reasonable time. However, acceptance must be given before the offer lapses or terminated, revoked or withdrawn.
5. Acceptance cannot precede offer:
Acceptance must be in response to an offer. There can be no acceptance without an offer. Acceptance must follow an offer, it should not precede an offer, if acceptance does precede there is no contract.
A company allotted certain shares to a person who did not apply for them. Later, when he applied for shares in such company, the company gave him the shares previously allotted. The allotment of shares prior to application (offer) is invalid. (Companies Ordinance, 1984).
6. Intention to fulfil promises:
Acceptance must show an intention on the part of the accepter to fulfil terms of a promise. Whore no such intention exists, the acceptance is invalid.
7. Acceptance cannot be implied from silence:
The acceptance of an offer cannot be implied from the silence of the offeree or from his failure to reply, if the offeree after the receipt of an offer remains silent or does not reply there is no offer.
A wrote to B’l offer you my car for Rs.l0,000. If I do not hear from you within seven days, I shall presume that you accept the car.” B do not reply. There is no acceptance, Harvey v. Fancy (1893).
8. Acceptance must be by offeree:
Acceptance must be given by the party to whom the offer is made, if acceptance is given by a person other than the oferee or by a person who is not authorised to give acceptance, it is ineffective in law. Similarly, information of acceptance received from an unauthorised person is ineffective.
Acceptance subject to contract
Whore an offeree accepts an offer subject to contract, the parties are still negotiating the matter and have no intention to bound themselves until a formal contract is drafted, agreed and signed by them. in this connection the expressions used are:
(a) “subject to contract”,
(b) “subject to formal contract”, or
(c) “subject to contract to be approved by lawyers”, etc.
Agreement to agree in future
Law does net allow making of an agreement to agree in the future. The parties must agree on terms of the agreement presently. The terms must be definite or capable of being made definite without further agreement of the parties.