Acceptance
must be absolute
In
order to convert a proposal into a promise, the acceptance must--
1. be
absolute and unqualified
2. Be
expressed in some usual and reasonable manner, unless the proposal prescribes
the manner in which it is to be accepted. If the proposal a manner in which it
is to be accepted and the acceptance is not made in such manner, the proposer
may within a reasonable time after the acceptance is communicated to him,
insist that his proposal, shall be accepted in the prescribed manner, and not
otherwise; but if he fails to do so, he accepts the acceptance.
Absolute
and unconditional acceptance
A
.transaction, to be recognized as a contract must, in 'its ultimate analysis,
resolve itself into a proposal and its absolute and unqualified acceptance. If
it contains a material variation of the terms of the offer, there is no
consensus ad idem or agreement upon which a contract can be founded. Until
there is absolute acceptance of a proposal the parties are still in the stage
of negotiations and no legal obligations attach to them. Therefore, offeree
would not be bound by acceptance, which is not absolute and unqualified.
Where
an acceptance is in substance only a provisional arrangement subject to
something more being done to complete the arrangement it cannot make a binding
contract. In order to decide whether there is an absolute and unqualified
agreement between the parties to a contract, the entire negotiation and
correspondence should be considered.
Acceptance
by conduct
An
absolute and unqualified acceptance may; even when even is no express
communication from the offeree, be inferred from his conduct.
Oral
contract
Where
by the absolute and unequivocal acceptance of an offer a binding contract has
come into existence between the parties the non-execution of a formal, document
cannot absolve the parties of their engagement.
Mutuality
is necessary
A
contract must have an element of mutuality. An acceptance which at the same
time exempts the acceptor of any obligation is not an acceptance capable of
creating a binding contract.
Acceptance
of revoked offer
Where
acceptance of defendant to the offer of the plaintiff was formally made after
receiving revocation from plaintiff, no concluded and binding contract between
parties had come into existence.
Acceptance
of all terms necessary
An
acceptance must be absolute and unconditional and must correspond to the terms
of the offer without leaving any term open to further negotiations. An
acceptance which does not extend to all the terms of a contract cannot make a
binding contract.
Conditional
acceptance
An
acceptance which is qualified by certain conditions cannot amount to an
absolute and unqualified acceptance which is capable of resulting in a complete
contract. It is equivalent to a new offer which may either be accepted or
rejected. Thus, when an order for goods is accepted "subject to
confirmation by mail" the acceptance is conditional and the contract
cannot be said to have been complete on the date of such acceptance.
Condition
precedent to contract may be waived
A
condition in a concluded contract of insurance that the liability under it will
attach itself only on the insured paying the premium is only a condition
precedent for the policy taking effect inserted for the benefit of the insurer
which can be waived by him.
Counter-proposal
An
acceptance with a variation in the terms of an offer or with a qualification is
simply a counter-proposal. Its communication does not low amount to the acceptance
of a proposal or an offer made by the other party. On the other hand, a
counter-offer amounts to a rejection of the 6, original offers. An offer once
refused is dead and cannot be accepted r unless renewed. In the latter case if
it is accepted a binding contract is created.
Nature
of variation in proposal
It
is not every slight variation in the acceptance that would affect the validity
of a contract. It must be a material variation to bring about that result. It
depends on the facts and circumstance of each case whether a particular
statement amounts to a counter-proposal or not. To hold a particular statement
as a counter-proposal, it is necessary to show that the same amounted to a
substantial variation in the offer made. If something is added by way of
explanation or to elucidated a particular term or to make express which
otherwise is implied, it will not amount to a counter-proposal.
Withdrawal
of counter-proposal
If a
counter-proposal is withdrawn before it has been either accepted or rejected,
then it must be held that the original proposal stand unrejected, and is
capable of being accepted.
Acceptance
of counter-proposal
A
counter-proposal must he accepted by the original offeror before a contract can
result. Where the plaintiff while accepting the defendant's offer of a lease
made a counter-proposal for insertion of a clause in the lease note providing
for a renewal of lease for another five years the defendant's estate manager replied.
"I am making necessary arrangements." It was held that the
counter-offer was not accepted.
Fresh
negotiation after contract is complete
Where
an offer is accepted absolutely and unconditionally the contract is complete,
any further negotiations between the parties after that would not be a
counter-offer. They will only be negotiations for a new contract.
Manner
of acceptance
Where
a person in an offer made by him to another person expressly or impliedly
intimates a particular -mode of acceptance as sufficient to make the bargain
binding, it is necessary for the other person to whom such offer is made to'
follow the indicated mode of acceptance. If acceptance is not made in such
manner, there is no contract between the parties.
Assent
by conduct
Assent
must be by express words or positive conduct. Where a constituent of a bank
after a notices enhancing the rate of interest renews his over draft account
and also obtains further advances it must be taken that he has accepted the
implied proposal of the bank contained in the notice to keep alive his account
and to make further advances only at the higher rate of interest and therefore
he is bound to pay such interest.
Silence
of offeree
The
law does not cast a duty on the person to whom an offer is made to reply to
that offer and 'fence acceptance cannot be inferred from the silence of the
offeree.
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