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Essential elements of valid Acceptance

  • Acceptance must be made by a person to whom the proposal is made: Acceptance can only be given by the person to whom the offer is made.
In case of specific offer, the acceptance must be made by the person to whom the offer is made. While in case of general offer, it may be accepted by any one.
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  • The acceptance must be communicated to the offeror himself: A valid contract arises only if the acceptance is communicated to the offeror or his authorised agent. If the acceptance is communicated to any other person, it will not create any legal relationship. However, if the offer is made by an agent on behalf of his principal, then the acceptance can be communicated either to the principal or his agent.
  • The acceptance must be absolute and unqualified: It means the acceptance should be in Toto (i.e. of all the terms of the offer) and without any condition. Thus, an acceptance with a variation is not an acceptance, it is a counter offer and thus the original offer would come to an end.
  • Acceptance must be made in the mode prescribed: If the offer is not accepted in the prescribed mode, the offeror may reject the acceptance within reasonable time. However, if the offeror does not reject the acceptance in reasonable time, then he becomes bound by the acceptance. Sec 7 ( 2)

Amar made an offer to Akbar, indicating that the acceptance is to be given via telegram. Akbar sends his acceptance by ordinary post. It is a valid acceptance unless Amar insists for acceptance in a prescribed manner. Amar has right to reject the acceptance as it is not made in the prescribed manner.


Note: If the offeror does not prescribe mode of acceptance then the offeree may adopt any usual and reasonable mode. Usually the mail course is understood as the most reasonable mode of communication.

  • The acceptance must be given within the time prescribed or within a reasonable time: Sometimes, the time limit is fixed within which the acceptance is to be given. In such a case, the acceptance must be given within the fixed time limit. In case no time limit is prescribed, the acceptance should be given within a reasonable time. The term ‘reasonable time’ depends upon the facts and circumstances of each case.
  • Acceptance may be expressed or implied: An acceptance, which is expressed by words, written or spoken, is called an expressed acceptance and the acceptance which is expressed by conduct, is called an implied acceptance.

If Ravi residing at Jaipur offers to sell his car to Suri residing at Delhi by writing a letter and Suri accepts the offer by writing a letter, the acceptance is said to be expressed.




At an auction sale of car, Mahesh is the highest bidder. The auctioneer accepts the bid (i.e. offer) by striking the hammer on the table. It is an implied acceptance. Here the auctioneer’s conduct of striking the hammer on the table shows that the auctioneer has accepted the highest bid.

  • Silence cannot amount to acceptance: As we have already seen, an offer should not contain any term, the non compliance of which amounts to acceptance. In other words, silence can never amount to acceptance. Thus, an offeror cannot say that if acceptance is not communicated up to a certain time, the offer would be considered as accepted.

G offered to supply coal to Suresh and Co. The draft agreement for the supply of coal was sent by G to the manager of the Suresh & Co for his acceptance. The manager wrote on the draft agreement “approved” and kept it in a drawer of his table. The approved draft agreement was left in the drawer of the table itself, and the acceptance was not communicated to G. Held there was no contract, as the acceptance was not communicated.

  • The acceptance must be communicated before the lapse of an offer: A valid contract can arise only when the acceptance is made before the offer has lapsed or been withdrawn. An acceptance which is made after the withdrawal of the offer is invalid, and does not create any legal relationship.

Amar offered, by a letter, to sell his horse to Akbar for ₹ 2,500. Subsequently, Amar withdrew his offer by a telegram which was also received by Akbar. After the receipt of this telegram, Akbar accepted the offer by a letter, and posted the same. In this case, the acceptance is invalid as it was made after the effective withdrawal of the offer.

  • Acceptance should be made with a view to fulfil the terms and conditions of the offer : Any acceptance made jokingly and without intention of fulfilling the terms of the offer then such an acceptance is not a valid acceptance.

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