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It is stated that accepting an offer is like lighting a match to a barrel of dynamite. For a contract to be successful, a genuine offer must be followed by acceptance of the offer. Let’s look at what defines genuine acceptance in more detail.


“The offer is considered to be accepted when the person to whom the proposition has been made gives his approval thereto,” reads Section 2 (b) of the Indian Contract Act 1872. As a result, the plan becomes a promise once it is authorized. Acceptance happens when the offeree to whom the proposition is made unconditionally accepts the offer, as indicated in the definition. When an offer like this is accepted, it becomes a promise.

Let’s imagine A makes an offer to buy B’s car for Rs. 2 lakhs, and B accepts. This has now become a commitment.

Once a proposal has been approved, it can no longer be amended. If accepted, an offer does not create any legal obligations, but it does create a promise. A promise is also irreversible since it creates legal obligations between parties. It’s possible that an offer will be revoked before it’s accepted. Once acceptance has been conveyed, it cannot be revoked or canceled.

Rules regarding Valid Acceptance

1. Only the person or persons to whom the offer is made and with whom it implies a contracting intention is allowed to accept it:
An offer may only be accepted by the person or persons to whom it is made and with whom it implies a contracting intention; it cannot be accepted by anyone else without the offeror’s permission.

The rule of law reads, “If you plan to create a contract with/1, then B cannot replace himself for A without your agreement.” An offer made to a single person can only be accepted by that individual. Any member of a group of individuals (for example, instructors) can accept an offer that is made to them. Anyone who is aware of the existence of an offer made to the entire world can accept it.

2. Acceptance must be unqualified and unconditional:
To be legally effective, it must be a complete and unqualified acceptance of all the conditions of the offer. If there is even the smallest deviation from the terms of the offer, the acceptance is annulled. A deviating acceptance is considered a counter-offer in the legal sense.

3. Acceptance must be communicated in a common and fair manner unless the proposal specifies how it should be accepted:
If the offeror does not indicate a method of acceptance, acceptance must be expressed in a common and fair manner. The most prevalent modes of communication are the word of mouth, mail, and behavior. An explicit acceptance is one that is expressed in words, either verbally or in writing, or by mail or telegram. When approval is expressed by behavior, it is known as implicit or tacit acceptance.

Implied acceptance can be proven by doing a necessary action, such as locating missing goods for the stated reward, or by accepting a benefit or service, such as a passenger boarding a public bus.

If the offeror specifies a form of acceptance, the acceptance offered in that style is absolutely admissible, even if the mode is funny. As a result, if the offeror specifies lighting a match as a method of acceptance and the offeree does the same, the acceptance is complete and effective.

However, what if the offeree opts for a method other than the one specified? “The proposer may, within a reasonable time after the acceptance is given to him, request that his proposal be accepted in the stated manner, and not otherwise; nevertheless, if he fails to do so, he accepts the (deviated) acceptance,” says Section 7(2).

Reality acceptance is ineffective:
Mental approval or quiet permission without words or activity does not establish legal acceptance, even if the offeror has stated that such a mode of acceptance will suffice. Otherwise, until the offeror is notified, acceptance has no effect.

4. Acknowledgment must be transmitted by the acceptor:
For an acceptance to be valid, it must be communicated to the offeror not just by the offeree, but also by or with the offeree’s authority (or acceptor).

5. Acceptance must be made in a fair amount of time before the offer expires or is revoked:
Because an offer cannot be kept open indefinitely, acceptance must be made within the given time limit, if any. Acceptance must be made within a reasonable time if no time restriction is specified (Shree Jay a Mahal Cooperative Housing Society versus Zenith Chemical Works Pvt. Ltd.).

Before the offer is revoked or expires owing to the offeree’s understanding of the offeror’s death or insanity, acceptance must be provided.

6. Acceptance must happen after the offer is made:
Acceptance must happen after the offer is made. It should come after, not before, the offer. A person was handed shares in a corporation that had not applied for them. He then applied for shares, completely unaware of the previous allocation. Prior to the application, the distribution of shares was deemed to be invalid.

7. Rejected offers may only be accepted if they are renewed:
If an offer has previously been rejected, it cannot be accepted again unless a fresh offer is made (Hyde vs Wrench).

Are There Different Kinds of Contract Acceptance?

Bill acceptances are divided into two categories: general acceptance and qualified acceptance. Absolute acceptance refers to wide approbation that is unqualified and unconditional. Acquiescence that is given without qualification is referred regarded as general acceptance. When someone accepts an order to pay a certain sum in whole and without limitations, this is known as a general acceptance. This is a common type of acceptance unless other payment
arrangements are made.

An acceptance must be wide in order to be legitimate as a general standard. When someone accepts an instrument, they qualify it by attaching a condition to it.

Acceptance can be divided into three categories:

  • Acceptance by the Empress
  • Acceptance is implied.
  • Acceptance on condition

While any of these methods of acceptance is appropriate, signing a formal contract ensures that there is a legally enforceable element in the event of a disagreement. Finally, acceptance involves expressing and affirming one’s agreement to the transaction.

Implied acceptance is defined as acceptance that is indicated indirectly, rather than directly, through the acts of the person to whom an offer is made. An example of implicit acceptance of a bidder’s offer to the auctioneer is the auctioneer striking his hammer three times to signify his approval of a bidder’s offer.

The word “express acceptance” refers to acceptance that is stated orally, in writing, or vocally. For instance, A may write B an email offering his watch for sale, and B could accept the offer.

Qualified Acceptance: Another phrase for conditional acceptance is qualified acceptance. This happens when the person who made the offer tells the person who made the offer that if the terms and conditions alter, or if something happens, he or she will accept the offer. A conditional acceptance is good when you’re not sure how your position will turn out or if there are elements that might modify your existing situation.

This can be used as a counteroffer as well. Before the contract may be made, the initial offeror must accept a counteroffer. It sets expectations for the offer’s acceptance. The most prevalent kinds of conditional acceptance are:

  • Qualified to place
  • Qualified to amount
  • Qualified to time
  • Acceptance by some only
  • Acceptance for installment payments

This is known as qualified to place when the drawee pays a bill at a certain location alone. It is referred to as qualified to amount if the drawee accepts the exchange and accepts payment for only a portion of what is owed. Qualified to time occurs when the drawee accepts the exchange and pays the bill at a period other than that stipulated in the contract.

When some, but not all, of the drawee’s consent to the transaction, it is referred to as acceptance by some. The bill is accepted for installment payments when the drawee agrees to pay the amount in installments. This must be mentioned explicitly in the contract from the beginning.

The acceptance requirement must be expressed very clearly in the agreement and must be quickly understood. If drawee desires to make a qualifier during acceptance, he or she must do it in such a way that the instrument’s holder knows what was accepted and on the basis of particular criteria.

Written by Muskan Patidar student at Kirit P. Mehta School of law (NMIMS), Mumbai.

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