Objective Notes: W300 – Agreements, rights & responsibilities
UNIT 3 - MANUAL ONE
ACCEPTANCE
Identifying where acceptance has been effected
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Definition (Treitel) = final/ unqualified assent to offer exactly mirroring
terms & where purported acceptance varies terms in any way – however
minor - not acceptance but counter-offer.
Offers not known to claimant cannot be accepted (R v Clarke) & motive for
accepting is irrelevant (Williams v Carwardine);
Standing offers capable of acceptance into series of binding contracts (Great
Northern Railway v Witham);
General rule = acceptance must be communicated to offeror (Entores v Miles
Far East Corpn), with external evidence of acceptance by words/ conduct
enabling reasonable person to conclude that offeree intended to accept;
Where offeree is silent this can’t = acceptance to protect the offeree, unjust to
impose duty on him to make contact (Felthouse v Brindley).
Where parties seek to contract on basis of own conflicting standard terms
(Battle of the forms) courts use traditional method of offer, counter-offer &
acceptance to determine when & if contract is formed (Butler Machine Tool
Co Ltd v Ex-Cell-O Corp) but note also Denning’s minority view - look at all
docs & from this & conduct see whether there was material agreement
despite the different terms;
But where parties act as if contract was validly in existence, courts reluctant
to find that no contract exists (Brogden v Met Railway);
Must be certainty in both offer & acceptance & if there is vagueness courts
will not enforce (Scammell v Ouston) but meaningless phrases can be
ignored (Nicolene Ltd v Simmonds) or given specific meanings by trade
custom or previous dealings (Hillas v Arcos);
Postal Rule (Adams v Lindsel) = acceptance effective on posting letter, even
where letter lost or delayed, applies where reasonable to do so, letter
properly posted (London & Northern Bank ex p Jones) & offeror not
expressly excluded the rule (Household Fire Insurance v Grant) or where it
would produce absurd results or clear that intention acceptance only effective
on communication (Holwell Securities v Hughes);
Rule does not apply to telex, fax or e-mail acceptances – with telex/ fax
acceptance must be communicated to offeror & at place received (Entores) &
are effective on receipt during normal business hours even if not read until
next day (The Brimnes);
With non-immediate communication systems (e.g. e-mail, voice mail)
communication effected when reasonable for acceptor to have expected it to
be read (Brinkibon Ltd v Stahag Stahl).
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