- Acceptance can be communicated through the means specified in the offer or through any reasonable means if no means is specified. Silence generally does not constitute acceptance. - Traditionally, acceptance could be through return promise or performance depending on if the contract was unilateral or bilateral. - Modern approach is that an offer invites acceptance through any reasonable means unless otherwise indicated. A contract can still form if acceptance is through early performance and the offeror acquiesces. - The offeror must receive notice of acceptance for the contract to be enforceable, unless acceptance is through full performance in the case of an unilateral contract. - Landmark cases like Adams v Lindsell established rules around acceptance through postal communication that were later

1. ACCEPTANCE
~KHUSHI AGARWAL
BA LLB (B)
SUBMITTING TO : BHAVISH
GUPTA SIR

2. MEANING

3. Manner of
Acceptance
Manner of Acceptance in which it is
to be communicated may be
specified in the offer, in which the
case that becomes the exclusive
means of the acceptance. But if the
offer prescribes no means , any
reasonable mode may be adopted.
Silence Not Ordinarily
Acceptance Since acceptance must
be communicated , ordinarily silence
cannot constitute an acceptance to
enter into a bilateral contract.

4. Traditional
Approach
Traditionally, the nature of the
contract dictated whether the
offer could be accepted by a
return promise or by actual
performance of the promised
act.

5. FELTHOUSE
V.
BINDLEY
Felthouse wrote a letter to his nephew offering to
buy his horse for £ 30-15 sh. In the letter
containing the offer it was also mentioned : "If I
hear no more about the horse I shall consider the
same to be mine at £ 30-15 sh." The nephew did
not reply this letter. He, however , told his
auctioneer, Bindley, that he wanted to reserve this
horse for his uncle and, therefore, desired that
the horse be not sold by the auctioneer. The
auctioneer (Bindley) disposed of the horse by
mistake. Felthouse sued Bindley for the tort of
conversion on the plea that Felthouse had become
the owner of the horse which Bindley disposed of.
It was held that since the nephew had not
communicated his acceptance to Felthouse, no
contract had arisen in this case , and therefore,
felthouse had not become the owner of the horse
and as such his action for conversation failed.

6. Unilateral
Contracts
In a Unilateral Contract, the offers
empowers the offeree to only accept
by completing performance of the
promise. The offeree's failure to
perform does not constitute a breach
since no contract until the offeree
renders full performance.

7. HARBHAJAN L
AL V.
HARCHARAN
LAL
In the case, Harbhajan Lal v. Harcharan Lal, a young boy of 14 or
15 years old ran from his father’s home. The father of the boy
was the defendant in this case. He issued a pamphlet, wherein
he stated “Anybody who finds my son and brings him home, I
will give him Rs 500 as a reward”. Plaintiff Har Bhajan Lal
discovered him at Bareilly Junction railway station from
wherein he took the boy to Dharamshala police station and
informed the defendant that he had found his son through
telegram. But at the time of giving the reward, the father of the
boy claimed that he did not receive any acceptance so isn’t
entitled to get any reward of the offer.
The Allahabad High Court held that this proposal was made for
the world at large. So, anyone can accept this proposal and the
performance of the conditions of a proposal is the significance
of the acceptance. So, the plaintiff by tracing the boy and
sending the telegram perform the conditions of the proposal.
Hence, he is entitled to receive the reward.

8. Bilateral
Contracts
In a Bilateral Contract , the offers
empower the offeree to only accept by
return promise. Bilateral Contract are
formed by giving the promise to
perform the obligation e.g. P and Q
formed a contract on 6 Jan , according
to which P has to deliver goods to Q on
12 Jan and Q in return has to pay for
the order on 12 Jan.

9. Modern Approach
Under the modern approach , an
offer invites acceptance by any
means reasonable under the
circumstances , unless otherwise
indicated by language or
circumstances. It is well settled
that an offer may be accepted by
conduct but conduct would only
amount to acceptance if it is
clear that the offeree did the act
with the intention actual or
apparent of accepting the offer.

10. This approach reflects the fact that many offers do not specify whether
acceptance is to be by full performance or promise. A contract may be
formed even if an offer clearly indicates that acceptance is to be by
promise if :
• The offeree begins to perform , in lieu of making the required
promise, and
• The offeror learns of the commencement of performance and
acquiesces to such manner of acceptance.

11. Notice of
Acceptance
The offeror is entitled to notice
of the acceptance. Thus, even if
the offeree effectively accepts
an offer and a contract is
formed, failure by the offeree to
notify the offeror of the
acceptance within a reasonable
time may preclude the offeror
from enforcing the contract.

12. Notice of Acceptance by Performance
Under common law, where an offer invites acceptance by performance
, no notice is required to make the acceptance effective, unless the
offeror so specifies. However, if the offeree has reason to know that the
offeror has no adequate means of learning of the performance with
reasonable promptness and certainity , the offeror's contractual duty
will be discharged unless:
 The offeree exercises reasonable diligence to notify the offeror of
acceptance, or
 The offeror learns of the performance within a reasonable time, or
 The offer indicates that notification of the acceptance is not
necessary.

13. Adams v Lindsell rule
Adams v Lindsell 106 English Rep.250 (Court of King's Bench , 1818).
The defendants, wool dealers, sent a letter to Plaintiffs ,wool manufacturers, offering to
sell them fleeces, upon receipt of their acceptance in the course of post. Defendants
mailed their offer to sell on the 2nd of Sept,1817. The defendants' letter was
misdirected and did not reach the plaintiffs until 7:00pm, Friday the 5th. That night,
Plaintiffs accepted Defendant's offer, and mailed it directly back in a timely manner. It
was received by Defendant on the 9th, but they expected to receive it on 7th and in the
meanwhile, had offered and sold their wool to another person. Plaintiffs brought suit
for the losses they sustained by not receiving the fleeces. In 1955, the courts decided
the postal rule would not apply for telex, which was " instantaneous" , and acceptance
would be on the basis of receipt by the offeror. Lord Wilberforce concluded: "No
universal rule can cover all such cases: they must be resolved by reference to the
intentions of the parties, sound business practices and in some cases by a judgement
where the risks should lie".

14. THOMAS vs BPE SOLICITORS
The recent case of Thomas vs. BPE Solicitors concluded acceptance
by email should be treated in the same way as other forms of
instantaneous communication. The court recognised the difficulties
that can arise and Lord Wilberforce's comments when determining
such cases.

15. SAPNA GANGLANI V. M/S.
R.S. ENTREPRISES
In Sapna Ganglani v. M/s R.S.
Entreprises, the Karnataka High
Court has observed that whether a
contract in respect of immovable
property, entered into through E-
mail, was enforceable, was a mixed
question of facts and law. The
question, the court said could be
decided by The Trial Court after full-
fledged trial.