Essential elements of valid Acceptance

Acceptance must be made by a person to whom the

proposal is made: Acceptance can only be given by the
person to whom the offer is made.
In case of specific offer, the acceptance must be made by the
person to whom the offer is made. While in case of general offer,
it may be accepted by any one.

The acceptance must be communicated to the offeror

himself: A valid contract arises only if the acceptance is
communicated to the offeror or his authorised agent. If
the acceptance is communicated to any other person, it
will not create any legal relationship. However, if the offer
is made by an agent on behalf of his principal, then the
acceptance can be communicated either to the principal
or his agent.
The acceptance must be absolute and unqualified: It
means the acceptance should be in Toto (i.e. of all the
terms of the offer) and without any condition. Thus, an
acceptance with a variation is not an acceptance, it is a
counter offer and thus the original offer would come to
an end.
Acceptance must be made in the mode prescribed: If the
offer is not accepted in the prescribed mode, the offeror
may reject the acceptance within reasonable time.
However, if the offeror does not reject the acceptance in

reasonable time, then he becomes bound by the

acceptance. Sec 7 ( 2)
Example
Amar made an offer to Akbar, indicating that the acceptance
is to be given via telegram. Akbar sends his acceptance by
ordinary post. It is a valid acceptance unless Amar insists for
acceptance in a prescribed manner. Amar has right to reject
the acceptance as it is not made in the prescribed manner.

Note:If the offeror does not prescribe mode of acceptance

then the offeree may adopt any usual and reasonable mode.
Usually the mail course is understood as the most
reasonable mode of communication.
The acceptance must be given within the time prescribed
or within a reasonable time: Sometimes, the time limit is
fixed within which the acceptance is to be given. In such
EssentialelementsofvalidAcceptance
a case, the acceptance must be given within the fixed
time limit. In case no time limit is prescribed, the

acceptance should be given within a reasonable time.

The term reasonable time depends upon the facts and
circumstances of each case.
Acceptance may be expressed or implied: An
acceptance, which is expressed by words, written or
spoken, is called an expressed acceptance and the
acceptance which is expressed by conduct, is called an
implied acceptance.
Example-1
If Ravi residing at Jaipur offers to sell his car to Suri residing
at Delhi by writing a letter and Suri accepts the offer by
writing a letter, the acceptance is said to be expressed.

Example-2

At an auction sale of car, Mahesh is the highest bidder. The

auctioneer accepts the bid (i.e. offer) by striking the hammer
on the table. It is an implied acceptance. Here the
auctioneers conduct of striking the hammer on the table
shows that the auctioneer has accepted the highest bid.
Silence cannot amount to acceptance: As we have
already seen, an offer should not contain any term, the
non compliance of which amounts to acceptance. In
other words, silence can never amount to acceptance.
Thus, an offeror cannot say that if acceptance is not
communicated up to a certain time, the offer would be
considered as accepted.
Example
G offered to supply coal to Suresh and Co. The draft
agreement for the supply of coal was sent by G to the
manager of the Suresh & Co for his acceptance. The manager

EssentialelementsofvalidAcceptance

wrote on the draft agreement approved and kept it in a

drawer of his table. The approved draft agreement was left in
the drawer of the table itself, and the acceptance was not
communicated to G. Held there was no contract, as the
acceptance was not communicated.
The acceptance must be communicated before the lapse
of an offer: A valid contract can arise only when the
acceptance is made before the offer has lapsed or been
withdrawn. An acceptance which is made after the
withdrawal of the offer is invalid, and does not create any
legal relationship.

Example
Amar offered, by a letter, to sell his horse to Akbar for 2,500.
Subsequently, Amar withdrew his offer by a telegram which
was also received by Akbar. After the receipt of this telegram,
Akbar accepted the offer by a letter, and posted the same. In
this case, the acceptance is invalid as it was made after the
effective withdrawal of the offer.

Acceptance should be made with a view to fulfil the

terms and conditions of the offer : Any acceptance made
jokingly and without intention of fulfilling the terms of
the offer then such an acceptance is not a valid
acceptance.

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