An offer alone does not create a contract. The offer must be properly accepted. But is simply saying “yes” always enough? No. Contract law lays down certain rules for valid acceptance.
What Is Acceptance?
Under the Indian Contract Act, acceptance occurs when the person to whom an offer is made signifies their assent to the offer.
In simple terms:
Offer + Valid Acceptance = Agreement
The person accepting the offer must accept it as it is, subject to the rules of law.
Essentials of Valid Acceptance
1. Acceptance Must Be Absolute and Unqualified
The acceptance must match the offer.
A: “I will sell my bike for ₹50,000.”
B: “I will buy it for ₹45,000.”
This is not acceptance. It is a counter-offer.
2. Acceptance Must Be Communicated
The offeree must communicate their acceptance in a legally recognized manner. Simply deciding internally to accept an offer is generally not enough.
3. Acceptance Must Be Made in the Prescribed Manner
If the offer specifies a particular method of acceptance, that method should generally be followed.
4. Acceptance Must Be Within the Required Time
An offer must be accepted before it expires or is revoked. A late acceptance generally does not create a contract.
5. Acceptance Must Be Made by the Offeree
An offer can generally be accepted only by the person to whom it was made, or by an authorised person.
Silence Is Not Acceptance
A person cannot generally impose a contract on another by saying:
“If I don’t hear from you, I will assume you have accepted.”
Mere silence does not normally amount to acceptance.
Example
Priya offers to sell her camera to Karan for ₹30,000 and asks him to confirm by email. Karan simply thinks, “I accept,” but does not communicate his decision to Priya. Generally, no acceptance has been communicated, so a contract may not yet have been formed.
Why Is This Important?
In exams questions often change just one fact—such as adding a condition, changing the price, delaying acceptance or failing to communicate it.
Approach
Ask:
1. Was there a valid offer?
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2. Was the acceptance absolute and unqualified?
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3. Was it communicated?
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4. Was it made in the required manner and within time?
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5. Was it made by the correct person?
Practice Question
Principle: Acceptance must be absolute and unqualified. A response that changes the terms of the original offer is a counter-offer, not acceptance.
Facts:
Vikram offers to sell his laptop to Sameer for ₹60,000. Sameer replies, “I agree to buy the laptop, but only if you include the wireless headphones with it.”
Has Sameer validly accepted Vikram’s offer?
A. Yes, because Sameer agreed to buy the laptop.
B. Yes, because adding a condition does not affect acceptance.
C. No, because Sameer has added a new condition and therefore made a counter-offer.
D. No, because an offer involving a laptop cannot be accepted conditionally.
Answer: C
Explanation:
Sameer has not accepted the original offer as it was made. By adding a condition, he has changed its terms. His response is therefore a counter-offer, not valid acceptance.
Valid Acceptance = Absolute + Unqualified + Communicated + Within Time
Remember:
A “Yes, but…” is usually not acceptance. It is a counter-offer.
Always compare the exact terms of the offer and the response before deciding whether acceptance has occurred.
