Acceptance
Definition: The final expression of
agreement (assent) to the terms
of an offer.
Six key points regarding a
valid acceptance of an offer
1.
2.
3.
4.
5.
6.
Once an offer is accepted there is a contract between the person
making the offer and the person accepting it, provided the other
essentials of formation, consideration and legal intention are present.
The acceptance has to be positive and unqualified. In other words it
is responding to the offer by saying ‘Yes' and not ‘Yes, but' or ‘Yes, if'.
The words can be said or written.
Acceptance can be by conduct, in other words by doing something
However, it cannot usually be by doing nothing
Acceptance must usually be communicated to the person making the
offer
Acceptance by conduct
• The gestures or deeds of the person accepting the contract can be
classed as valid acceptance as long as it is clear and positive
actions, e.g. Payment, eating the meal or ordering a meal
• Doing nothing will rarely be accepted as acceptance.
• Felthouse v Bindley: A nephew discussed buying a horse from his
uncle. He offered to purchase the horse and said if I don't hear from
you by the weekend I will consider him mine. The horse was then
sold by mistake at auction. The auctioneer had been asked not to
sell the horse but had forgotten. The uncle commenced proceedings
against the auctioneer for conversion. The action depended upon
whether a valid contract existed between the nephew and the uncle.
• There was no contract. You cannot have silence as acceptance.
Postal Rules Only Apply:
1. To letters of acceptance - not to offers, revocation
of offers or counter- offers.
2. If the post is the usual method of
communication between the parties involved
in the contract or it is specifically stated as
the only or accepted method of
communication of acceptance.
Acceptance by Post:
3. Takes place when a correctly stamped and
addressed letter is posted (the principle is based on
the fact that once a letter is posted it cannot be got
back).
4. The claimant must be able to prove the letter was
posted. This is reflected in a certificate of posting
from a post office or a signed statement by the
person putting the letter in the letterbox.
Adams v Lindsell
• The D wrote to the C offering to sell them some wool and asking for a
reply 'in the course of post'. The letter was delayed in the post. On
receiving the letter the C posted a letter of acceptance the same day.
However, due to the delay the defendant's had assumed the C was not
interested in the wool and sold it on to a third party. The claimant sued
for breach of contract.
• There was a valid contract which came in to existence the moment the
letter of acceptance was placed in the post box.
• This case established the postal rule. This applies where post is the
agreed form of communication between the parties and the letter of
acceptance is correctly addressed and carries the right postage stamp.
The acceptance then becomes effective when the letter is posted.
Electronic and instantaneous
forms of communication
• Telephone: Is the same as
speaking directly to some one
and is instant acceptance as long
as the words are clear and
unqualified.
• Fax and telex: As soon as the
fax or telex is sent it is the same
as speaking on the telephone.
• If the call was not heard or the
telex/fax not received because of
faulty equipment then there is no
acceptance.
Telex
Entores v Miles Far East
Corporation
• The claimant sent a telex message from England offering to purchase 100
tons of Cathodes from the defendants in Holland. The defendant sent
back a telex from Holland to the London office accepting that offer. The
question for the court was at what point the contract came into existence.
If the acceptance was effective from the time the telex was sent the
contract was made in Holland and Dutch law would apply. If the
acceptance took place when the telex was received in London then the
contract would be governed by English law.
• To amount to an effective acceptance the acceptance needed to be
communicated to the offeree. Therefore the contract was made in
England.
E-mails, texts and Instant
messaging
• They are legally received by the other party
when the person to whom they are addressed
are able to access them.
• Example: If John sends an e-mail acceptance
of an offer to Richard on the 12th March. But
Richard only opens the e-mail on the 16th
March. Which date is the offer accepted?
• You by an MP3 off Amazon and receive an email confirming your order. When does offer
and acceptance take place?
Tasks
1. Complete activity Five
(page 40).
2. For every case so far (16
approx) looked at contract
create a revision tool that:
• Gives the case name
• Topic the case is linked to
• The legal point the case
makes
• An application of the legal
point using the facts of the
case.
•
•
•
•
•
Example:
Case Name: Fisher v Bell
Topic of Law: Invitation to treat
Legal point: A good advertised in a
shop window is merely an invitation
to treat because the shopkeeper
may wish to choose the person to
whom to sell the goods.
Legal point applied to the facts:
Fisher was found not guilty of
offering a flick knife for sale as the
display of the knife with the price on
in the window was only an invitation
to treat. This was because in
contract law Fisher still has the right
to choose whether or not he sells
the flick knife to the person or not.
Legislation covering acceptance
of goods and services
• Unsolicited Goods and Services Act 1971
• Consumer Protection (Distance Selling) Regulations 2000
• If you receive goods you don’t want acceptance is not simply the act of
keeping them, even if there is a request for payment.
• The seller has to provide a free method of returning the goods and if
they don’t you may keep them and not pay for them.
• The Electronic Commerce (EC Directive) Regulations 2002
• Says if you buy goods off the internet the offer takes place when the
seller tells you the conditions of purchase and how to buy the item. The
acceptance takes place when the other party clicks on the
buy/confirmation button.
• This doesn’t apply to e-mail purchases just instant purchases.