Acceptance Flashcards
what is acceptance
second step in a contract
final expression of agreement to the terms of an offer
once accepted there is a contract between the offeror and offeree, provided the other essential elements are present
to determine if acceptance is valid:
(1) has to be positive and unqualified
(2) requests for information?
(3) forms of acceptance?
(4) specified methods of acceptance?
(5) methods of communication of acceptance?
to determine if valid acceptance:
(1) must be positive and unqualified
(2) requests for information?
(3) forms of acceptance?
(4) specified forms of acceptance?
(5) methods of communication of acceptance?
(1) has to be positive and unqualified
if the offeree tries to vary the terms, this is a counter offer and the offer is terminated
responding to the offer YES not YES IF or YES BUT
Hyde v Wrench
(2) requests for information?
a mere enquiry or requests for information are not counteroffers and do not terminate the offer
Stevenson v McLean
(3) forms of acceptance?
acceptance can be by:
(1) words (said/written)
(2) conduct (Carlill v Carbolic Smoke Ball)
- silence/inaction generally NOT acceptance, some form of positive conduct needed
- positive conduct can be acc when that is a mathis of communication set out in the offer (can be implied)
acceptance must be communicated to offeror (bilateral contract) (Yates v Pulleyn)
- can be in any form, unless specified by offer
- UNLESS unilateral contract (accepted by conduct) (Carlill b CSB)
(4) specified forms of acceptance?
if offeror states his offer must be accepted in a particular way, only this way of an equally effective one will be binding (Tin v Hoffman)
equally effective = not slower than specified method, nor have any disadvantages to offeror
(5) methods of communication of acceptance?
usual methods eg verbal statement have no problems (clearly stated/understood)
but potential difficulties for:
(a) conduct
(b) post
(c) electronic methods
(5) methods of communication of acceptance
(a) conduct
generally silence of inaction cannot be acc - some positive act is needed (Felthouse v Bindley)
positive conduct can be acceptance
- methods set out or implied in offer
- eg unilateral (Carlill v CSB)
(5) methods of communication of acceptance
(b) post
postal rule applies when it is agreed by parties that they will use post as a means of communication
postal rule: where a letter is properly addressed and stamped the acceptance takes place when the letter is posted, not received
postal rules
rules set out in Adams v Lindsell
(1) only applies to letters of ACCEPTANCE (not offers, counteroffers, ending offers etc)
(2) only apply is post if the usual method of communication OR if specifically stated as only/accepted method of communication of acceptance
(3) where a letter is properly addressed and stamped the acceptance takes place when the letter is posted, not received
- principle that they can’t get it back
(4) C must be able to prove letter was posted (eg certificate of posting from post office, signed statement, photographic evidence)
Household Fire Insurance v Grant
exception to postal rule
offeror made a term in contract stating acceptance will only take effect when it is communicated to him (Holwell Securities v Hughes)
(5) methods of communication of acceptance
(c) electronic/instantaneous communication
(1) telephone = instant verbal communication (Entores v Miles FEC)
- UNLESS call not heard bc of a fault
(2) modern methods: depends on how instantaneous
- telex, email, faxing, texting = instantaneous, communicated when it arrives (Brinkibon)
- UNLESS: if the communication is a business/ arrives out of office, communicated at the start of next working day (Mondial Shipping & Chartering) (Thomas v BPE Solicitors)
acceptance by electronic methods: legal acts
** The Consumer Protection (Distance Selling) Regulations 2000
The Electronic Commerce (EC Directive) Regulations 2002**
The Consumer Protection (Distance Selling) Regulations 2000
retaining goods they did not request doesn’t amount to acceptance of any offer to sell the goods
(can keep if no collection of cost free return)
applies to provision of services by modern methods: supplier must give customer cooling off period with right to cancel contract in 7 working days
The Electronic Commerce (EC Directive) Regulations 2002
article 11: “clicking on an icon, the contract is concluded when the recipient of the service has received from the provider, electronically, a receipt of the recipient’s acceptance”
service providers must:
- provide receipts for orders
- allow purchasers to amend orders easily before sending off
- provide name/address of service provider
problems with offer/ acceptance
many contracts in modern world aren’t formed by one party making a straightforward offer and the other simply accepting it
common use of ‘standard forms’ of business as it becomes a ‘battle of the forms’
general rule is to take the last counter offer as having been accepted/give effect to it in the terms
