Acceptance in Contract Law
Overview of Basic Principles
The purpose of this chapter is to grasp the concept of acceptance, which is in
simple terms the acceptance of the offer. This is of course a deceptively simplistic
overview of acceptance, as there are many different forms of acceptance, and a
variety of scenarios within which acceptance may be found. However, in brief
terms: in order for a contract to be formed, the offer must be accepted, e.g. I
accept your offer of £1,000 in exchange for my car. Acceptance represents the
meeting of the minds of the parties to the contract - both agree to exchange
something for the other (payment, services, goods, etc.). it is important that you
are able to distinguish between the different rules and principles governing
acceptance, and under which circumstances each rule will apply.
Principle 1: Acceptance must be unequivocal
This essentially means that there must be nothing left to be negotiated by the
parties. This is a simple principle, which in fact ties in with Principle 2 below.
Principle 2: Acceptance must mirror the offer
The acceptance must correspond exactly with the offer in order to be valid and
form a binding contract.
The offeree cannot accept an offer and add further terms while accepting. For
example, A offers to sell 100 books to B for £1000. B accepts the offer but adds
that A must deliver the books at no extra
,cost. This does not mirror the offer because it did not initially include the free
delivery. This is not valid acceptance because it does not mirror the offer. It is a
counter offer which can then be accepted or rejected by the original offeror, or
met with a further counter offer. The parties can continue to make counter offers
until a consensus has been reached.
Hyde v Wrench [1840] 3 Beav 334 - Wrench offered to sell a farm to Hyde for
£1000. Hyde responded that he would pay £950 for the farm. Wrench rejected.
Hyde later accepted Wrench’s original offer of
£1000. Wrench rejected again. It was held that there was no agreement between
the parties, as Hyde had rejected the original offer by submitting the counter offer
of £950.
A mere request for information is not a counter offer. If the offeree asks the
offeror for more information, the original offer stands and the offeree has neither
accepted or rejected the
offer. Referring back to the above example, if B merely asks A if the £1000 includes
delivery of the books, this would be classed as a mere request for information, not
a counter offer.
Stevenson Jaques & Co. v McLean (1880) 5 QBD 346 - Mclean (M) offered to sell
Stevenson (S) iron. S asked whether he would accept delivery over 2 months, and
if not, what his longest time limit for delivery would be. M did not respond and
later claimed that the original offer had not been accepted because S’s telegram
was a counter offer. It was held that the telegram was a mere request for
information, not a counter offer, or a rejection of the original offer.
It is important to understand the difference between a request for information
and a counter offer. If you compare Hyde v Wrench and Stevenson Jaques & Co v
Mclean, you will be able to observe that, while in Hyde the offeree responded
with a completely different price, the offeree in Stevenson simply requested
information on delivery terms. A counter offer is the offeree’s adding of terms (“I
accept but you must also deliver the books for free” or “I will pay £900 rather than
£1000”) whereas a request for information is simply a question about the original
offer (“does the price include delivery?” or “will the goods be ready for collection
in one week?”).
Consider the justifications that underlie the distinction between a counter offer
and a request for information. Would it be fair for an offeree to try to negotiate
better terms, and then to revert back to the original offer? Think about the aim of
, the courts. Does it create certainty? For whom? Should an offeror be required to
negotiate with one party when another is ready to accept the original
offer? The attempt here is to achieve both certainty and an equal playing field for
both offeror and offeree. The same applies to a request for information, which
protects the offeree’s position. In the book example, imagine that C has
approached A, accepting his offer. If A is in the middle of negotiations with B and
is required to continue such negotiations, would it be fair?
You may be given a scenario in which the parties make a cross offer. An example of
this could be when A sends B a letter offering him 100 books for £1000 and B
sends A the same offer. If the letters cross in the post, then there is no agreement -
Tinn v Hoffman (1873) 29 LT 271.
Exam Considerations:
You may be given a scenario in which you will be required to not only identify
whether a counter offer or a request for information has been made, but also to
explain why it is one but not the other. Be careful to address this in your answer.
Do not simply state “X made a counter offer”. Explore in more detail why it is not a
request for information. Address both sides of the debate, and state “X made a
