Acceptance

Acceptance

1. Final and unequivocal expression of assent to terms of offer.

2. May be expressed or implied.

3. If offeree alters terms of offer this will be counter-offer and not acceptance. Kills original offer.

   • Hyde v Wrench
   • Request for further information will not be counter-offer and so doesn't kill offer.
     • Stevenson, Jacques and Co. v McLean

4. Can be by conduct rather than words.

   • Brogden v Metropolitan Railway Co.

5. 'Battle of the forms'. Problems arise when both parties try to get deal on their terms, never reach matching offer and acceptance. Despite problems with traditional analysis courts tend to follow it.

   • Butler Machine Tool Co. v Ex-Cell-O Corporation

6. If offer stipulates communication must be in particular form and offeree fails to comply, won't make acceptance invalid if doesn't make explicitly clear no other form will do. Other forms just as quick will suffice.

   • Manchester Diocesan Council of Education v Commercial & General Investments

7. Acceptance must be communicated to the offerer.

   • In bilateral contracts general rule is offeror cannot waive need for communication and stipulate silence will constitute acceptance. Though some exceptions.
     • Felthouse v Bindley
   • In unilateral contracts performance of act is acceptance and so no need to communicate fact you are attempting to perform that act.
     • Carlill v Carbolic Smoke Ball Co.
     • Claimant must be aware of offer in order to accept and claim reward.
       • R v Clarke

8. Special rules apply when communication not instantaneous. 'Postal rule' - contract formed as soon as letter of acceptance sent, even if never reaches the offeror.

   • Adams v Lindsell
   • Can be avoided by offeror stipulating a particular means of acceptance (other than post) required, or wording offer to require actual communication of acceptance.
     • Holwell Securities Ltd v Hughes

9. If instantaneous method used but actual communication not instantaneous and offeree done all reasonably expected to get message through, acceptance should take effect when he might reasonably expect it to be communicated to offeror.

   • Brinkibon Ltd

10. Receipt rule seems to apply to internet and email contracting