contract law - acceptance

• Acceptance

  The offeree must communicate a final and unconditional agreement to all the terms of the offer, to the offeror. The communication must be a positive act i.e., text, letter, telephone call, email etc.
• Acceptance

  • Typically, acceptance can be in any form, provided it is unequivocal and communicated to the offeror. The Courts will not accept responses such as "Yes, but…" as this will be classed as a counter-offer.
  • The acceptance must be a positive act e.g., a text or call. Silence cannot be 'acceptance'.
• Acceptance

  • Felthouse v Bindley (1863): There were discussions over the purchase of a house. The final letter from the offeror stated: "If I hear no more, I consider the horse mine". There was no further response, however the Court held that there was no contract as silence or inactivity could not be accepted.
• Acceptance

  • The offeror may ask for a specific method in which the acceptance must be communicated i.e., asking for communication to be made in person. This must be complied with to form a valid acceptance, but the Courts may waiver some of the instructions required.
• Acceptance

  • Yates v Pulleyn (1975): An option to purchase land was required to be agreed by notice in writing and sent by recorded delivery post. When the letter was sent via ordinary post, it was argued that there was no acceptance. Here, the Courts stated that there was valid acceptance as the acceptance via post was still followed; the recorded delivery is just for the convenience of the offeror.
• Acceptance by Conduct

  This is where the offeree fulfils the contract through performance
• Acceptance by Conduct


  • Reveille Independent LLC v Anotech International (UK) Ltd (2016): There was a written offer document which stated that it was not binding until both parties signed the document. The offeree made some alterations and signed the document; these alterations amounted to a counter-offer. The document remained unsigned by the offeror, but they did perform of the 'contract'. The Courts stated that the counter-offer had been accepted when the offeror accepted by conduct.
• Acceptance by Use of Post (Postal Rules)


  The postal rules were developed in the 19th century to better the delay in time experienced when sending a letter. These rules only apply to letters of acceptance (not to offers or counter-offers). The rules are: If the rules apply, acceptance takes place the moment the letter is posted properly.
• Acceptance by Use of Post (Postal Rules)


  • Adams v Lindsell (1818): Lindsell wrote to Adams, offering to sell some wool. They asked for a reply in the post. Adams posted the acceptance in the post. Due to delays in the post, Lindsell sold the wool to someone else. The Court determined that acceptance took place when the letter was posted, therefore Lindsell was enforced to fulfil the contract terms.
• Acceptance by Electronic Methods of Communication

  The law has struggled to keep up with modern methods of communication. Generally, acceptance occurs when the offeror is aware of the acceptance/when the communication has been received.
• Acceptance by Electronic Methods of Communication


  • Brinkibon Ltd v Stahag Stahl (1983): Brinkibon Ltd was based on London. The wanted to buy steel from Stahag Stahl, in Austria. When deciding which jurisdiction the hear the case under, the Courts decided that acceptances made by instantaneous communication are effective from when they are received. This means that Austria was the correct jurisdiction.
• Regardless of statute law, the law still fails to address the problems of modern communication methods. The Courts will typically have to assess the facts of the case to come to a decision.
• Acceptance by Electronic Methods of Communication


  • Thomas and Gander v BPE Solicitors (2010): An email of acceptance was sent at 6:00pm on a Friday night that was before a bank holiday. This email was not read until the following Tuesday morning. When assessing whether acceptance 'after working hours' was acceptable, the Courts stated that in this case, due to the nature of the work and the ability for the recipient to still check their emails, there was in fact a valid acceptance.