This document provides an introduction and overview of the key concepts regarding acceptance in contract law under the Bangladesh Contract Act 1872. It discusses when a proposal is considered accepted, the requirements for a valid acceptance, and exceptions to the general rules. Some key points covered include: - An acceptance is an unqualified expression of assent to the terms proposed by the offeror. Mere acknowledgment does not constitute acceptance. - If a prescribed method of acceptance is not followed, the offeror is not bound unless compliance was waived in a way that did not disadvantage the offeree. - Under the postal rule, acceptance by posted letter is effective upon posting rather than receipt. Revocation is also effective upon posting.

1. INTRODUCTION TO
ACCEPTANCE
Preeti Kana Sikder
Assistant Professor
Department of Law &
Justice
Jahangirnagar
University

2. ACCEPTANCE
Section 2(b) of
contract act, 1872
When the person to
whom the proposal is
made signifies his
assent thereto, the
proposal is said to be
accepted.

3. An acceptance is an
unqualified expression of
assent to the terms proposed
by the offeror.

4. Mere acknowledgment of an offer
does not amount to an acceptance

5. Communication may fail to take effect as an
acceptance because it attempts to vary the terms
of the offer
UNQUALIFIED ACCEPTANCE

6. WHICH DOES NOT ACCEPT ALL THE
TERMS AND CONDITIONS PROPOSED
BY THE OFFEROR
PURPORTED ACCEPTANCE

7. HYDE V WRENCH (1840)
• The defendant offered to sell a farm to the claimant for £1,000.
• The claimant in reply offered £950 which the defendant refused.
• The claimant then sought to accept the original offer of £1,000.
• The defendant refused to sell to the claimant.
• The claimant brought an action for specific performance.

8. ELEMENTS OF ACCEPTANCE
• When parties carry on lengthy negotiations, it may be hard to
say exactly when an offer has been made and accepted. As
negotiations progress, each party may make concessions or
new demands and the parties may end up in dispute whether
they ever agreed at all.
• The Court is supposed to look at the whole correspondence
and decide whether, on its true construction, the parties had
agreed to the same terms.

9. ELEMENTS OF ACCEPTANCE
• Businessmen themselves do not find it easy to say
precisely when they have reached an agreement, and
may continue to negotiate after they appear to have
agreed to the same terms.
• The court will then look at the entire course of the
negotiations to decide whether an apparently
unqualified acceptance did in fact conclude the
agreement.

10. PETER LIND CO LTD V MERSEY
DOCKS HARBOUR BOARD, 1972
• An offer to build a freight terminal was made by a tender
quoting in the alternative a fixed price and a price varying
with the cost of labour and materials.
• The offeree purported to accept ‘your tender’.
• It was held that there was no contract as there was no way
of telling which price term had been accepted.

11. COMMUNICATION OF
ACCEPTANCE

12. THE GENERAL RULE
• The general rule is that an acceptance has no effect
until it is communicated to the offeror
• One reason for this rule is the difficulty of proving an
un-communicated decision to accept
• The main reason for the rule is that it could cause
hardship to an offeror if he were bound without
knowing that his offer had been accepted.

13. LET’S GUESS!
An oral
acceptance is
drowned out
by an
overflying
aircraft
Two people
make a
contract by
telephone,
and the line
goes ‘dead’
Acceptance is
made clearly
and audibly,
but the offeror
does not hear
what is said

14. COMMUNICATION OF ACCEPTANCE
• Entores v Miles Far East Corporation (1955):
If an oral acceptance is drowned out by an
overflying aircraft, such that the offeror cannot hear
the acceptance, then there is no contract unless the
acceptor repeats his acceptance once the aircraft
has passed over.

15. THE GENERAL RULE
• For an acceptance to be "communicated" it must
normally be brought to the notice of the offeror.
• Thus if an oral acceptance is "drowned by an aircraft
flying overhead" or is spoken into a telephone after the
line has gone dead, or is so indistinct that the offeror
does not hear it, there is no contract.
• There will also be no contract if the communication is
made by a third party without the authority of the offeree

16. COMMUNICATION OF ACCEPTANCE
• If the acceptance is made clearly and audibly, but the offeror
does not hear what is said, a contract is nevertheless
concluded unless the offeror makes clear to the acceptor that
he has not heard what was said.
• In case of instantaneous communication, such as telephone
and telex, the acceptance takes place at the moment the
acceptance is received by the offeror and at the place at which
the offeror happens to be.

17. ACCEPTANCE IN
IGNORANCE OF THE
OFFER
X OFFERS £100 FOR THE SAFE
RETURN OF HIS MISSING DOG.
Y RETURNS THE DOG BUT IS
UNAWARE OF X’S OFFER. IS Y
ENTITLED TO THE MONEY?

18. GIBBONS V PROCTOR (1891)
• P, a superintendent, offered a reward for information leading to
the capture of X.
• G, a policeman, offered the info to a 3rd party to relay it to P
before he knew of the reward.
• G knew of the reward by the time the information was relayed
to P.
• The court held that he was entitled to the reward.
• This suggests that acceptance of an offer can occur, even if
one is unaware of the offer.

19. WILLIAMS V CARWARDINE (1833)
• The defendant put up an advert offering a reward for anyone who gave
information leading to the identification of the person who murdered the
defendant’s brother.
• The claimant knew who did it, but when she saw the advert she did not
come forward. She was later badly beaten by the murderer. Believing that
she was going to die and seeking to ease her conscience, the claimant
provided the information to the defendant. This information helped the
police convict the man of murder.
• The claimant later claimed the reward. However, the defendant refused to
pay. He argued that the claimant was not motivated by the offer when she
gave the information, but rather had other motives. This, he claimed, meant
that there was no contract.
• The court held in favour of the claimant. The claimant’s motives were not
relevant to whether she had accepted the offer in the advert.

20. R V CLARKE (1927)
• The Govt of WA had offered a reward of £1000 for information leading to
conviction of murderers of 2 policemen and suggested that a pardon might
be available to any accomplice not being a person to have actually
committed the murder.
• Clarke and T were arrested in connection with one of the killings.
• Clarke made a statement and gave evidence, after which T and one other
were convicted for that murder.
• Clarke later claimed the reward for the first time.
• The court, despite objecting on public policy grounds that not finding a
contract would disuade other individuals from coming forward with
evidence for rewards in the future, held that Clarke could not accept an
offer he didn't know about

21. ACCEPTANCE IN
IGNORANCE OF THE
OFFER
THE RULE WHICH HAS BEEN ADOPTED
IN ENGLAND IS THAT A PERSON WHO,
IN IGNORANCE OF THE OFFER,
PERFORMS THE ACT OR ACTS
REQUESTED BY THE OFFEROR IS NOT
ENTITLED TO SUE AS ON A CONTRACT.

22. PRESCRIBED METHOD
OF ACCEPTANCE
WHERE THE OFFEROR PRESCRIBES A
SPECIFIC METHOD OF ACCEPTANCE,
THE GENERAL RULE IS THAT THE
OFFEROR IS NOT BOUND UNLESS THE
TERMS OF HIS OFFER ARE COMPLIED
WITH.

23. MANCHESTER DIOCESAN COUNCIL FOR EDUCATION V
COMMERCIAL AND GENERAL INVESTMENTS LTD [1969]
• The claimant decided to sell some property by tender and inserted a
clause in the form of tender stating that the person whose bid was
accepted would be informed by means of a letter sent to the address
given in the tender.
• The defendant completed the form of tender and sent it to the
claimant. The claimant decided to accept the defendant’s tender and
sent a letter of acceptance to the defendant’s surveyor but not to the
address on the tender.
• It was held that communication to the address in the tender was
not the sole permitted means of communication of acceptance and
that therefore a valid contract had been concluded.

24. MANCHESTER DIOCESAN COUNCIL FOR EDUCATION V
COMMERCIAL AND GENERAL INVESTMENTS LTD [1969]
• The defendant was not disadvantaged in any way by notification
being given to its surveyor and, in any case, the stipulation had been
inserted by the claimant, not the defendant, and so it was open to the
claimant to waive strict compliance with the term, provided that the
defendant was not adversely affected thereby.

25. FELTHOUSE V BINDLEY (1862)
• The claimant and his nephew entered into negotiations for the sale of
nephew’s horse.
• The claimant stated that if he heard nothing further from his nephew
then he considered that the horse was his at a price of 30 pounds
and 15 cents.
• The nephew did not respond to this offer but he decided to accept it.
He had also told the defendant aunctioneer that the horse had
already been sold.
• However, the auctioneer mistakenly sold the horse.
• The claimant then sued the auctioneer.

26. ACCEPTANCE BY SILENCE
A C C E P TA N C E O F A N O F F E R W IL L N O T
B E IM P L IE D F R O M M E R E S IL E N C E O N
T H E PA R T O F T H E O F F E R E E

27. ANALYSIS OF THE RULE
• Some positive action is required on part of the offeree to
provide evidence that he has in fact accepted the offer.
• The rationale behind this rule is that it is unfair to put an
offeree to time and expense to avoid imposition of
unwanted contractual arrangements.
• Where the offeree only mentally assents to the offer but
does not act in reliance upon it, it is suggested that the
general rule should apply.
• It should not apply where its application would cause
hardship to the offeree.

28. A C C E P TA N C E I N
U N I L AT E R A L C O N T R A C T S
A C O N T R A C T W H E R E B Y O N E PA R T Y
P R O M I S E S TO PAY TO T H E O T H E R A S U M
O F M O N E Y O R TO D O S O M E A C T I F T H AT
O T H E R PA R T Y W I L L D O O R R E F R A I N F R O M
D O I N G S O M E T H I N G W I T H O U T M A K I N G A
P R O M I S E TO T H AT E F F E C T

29. ANALYSIS OF THE RULE
• In a unilateral contract, acceptance can be made by fully
performing the requested act, there is no need to give
advance notification of acceptance.

30. ERRINGTON V ERRINGTON (1952)
• A father bought a house for 750 pounds and took out a
mortgage for 500 pounds.
• His son and daughter in law moved into the house and the
father stated that if they paid off the mortgage, the house
was theirs.
• The couple moved into the house and began to pay off the
mortgage, without promising to continue the payments.
• Meanwhile, the father died and his personal
representatives sought to revoke the arrangement.

31. ERRINGTON V ERRINGTON (1952)
•Court of Appeal held that the contract made
was unilateral, therefore it could not be
revoked once the couple had embarked upon
the performance.
•Provided that, they do not leave the
performance ‘incomplete and unperformed’.

32. ACCEPTANCE BY POST

33. WHEN DOES A POSTED ACCEPTANCE TAKE
EFFECT?
When it is
actually
communicated to
the offeror?
At the time when
it is posted?
When it reaches
him in the
ordinary course
of post?
At arrival at his
address

34. ADAMS V LINDSELL (1818)
• The defendant wrote to the claimant offering to sell them
some wool and asking for a reply 'in the course of post'.
• The letter was delayed in the post. On receiving the letter
the claimant posted a letter of acceptance the same day.
• However, due to the delay the defendant's had assumed
the claimant was not interested in the wool and sold it on
to a third party.
• The claimant sued for breach of contract.

35. A C C E P TA N C E TA K E S P L A C E
W H E N T H E L E T T E R O F
A C C E P TA N C E I S P O S T E D B Y
T H E O F F E R E E
THE POSTAL RULE

36. COMPETING FACTORS
previous
rejection of
the offer
withdrawal
of the offer
loss or
delay of the
acceptance
subsequent
revocation
of the
acceptance

37. POSTAL RULE
• One might have expected the answer to be that acceptance
occurs upon communication of the acceptance to the offeror
but English law has adopted a different view, namely that
acceptance takes place upon posting of the letter of
acceptance.
• This rule has been subjected to considerable criticism and it
has not been adopted in many other jurisdictions in the
world.
• Yet the rule is one of some antiquity in English law and is
now unlikely to be uprooted judicially. Rather, the courts are
likely to widen the exceptions to the general rule rather than

38. ENGLISH PRINCIPLES
• A posted acceptance prevails over a previously posted
withdrawal of the offer which had not yet reached the offeree
when the acceptance was posted.
• An acceptance takes effect on posting even though it never
reaches the offeror because it is lost through an accident in the
post, and the same rule probably applies where the acceptance
is merely delayed through such an accident.
• The contract is taken to have been made at the time of posting
so as to take priority over another contract affecting the subject-
matter made after the original acceptance had been posted but
before it had reached the offeror.

39. THERE IS NO SINGLE OR UNIVERSAL RULE
WHICH DETERMINES THE EFFECT OF A
POSTED ACCEPTANCE
Whether a posted acceptance should take effect
against other competing factors is a question of
policy and convenience. The posting rule will not
apply where it would lead to "manifest
inconvenience and absurdity". Its scope is
determined by practical considerations rather than
by "deductions" from a "general" rule.

40. LEGAL
PROVISIONS OF
BANGLADESH
CONTRACT ACT, 1872

41. COMMUNICATION OF PROPOSAL
The communication of a proposal is
complete when it comes to the
knowledge of the person to whom it is
made.

42. COMMUNICATION OF PROPOSAL
(SECTION 3)
•A proposes, by letter, to sell a house to B at a
certain price.
The communication of the proposal is complete
when B receives the letter.

43. REVOCATION IN
BANGLADESH
Communication, acceptance and revocation of proposals:
Section 3
• The communication of proposals, the acceptance of proposals,
and the revocation of proposals and acceptances, respectively,
are deemed to be made by any act or omission of the party
proposing, accepting or revoking by which he intends to
communicate such proposal, acceptance or revocation, or
which has the effect of communicating it.

44. REVOCATION IN BANGLADESH
• The communication of a revocation is
complete,
as against the person who makes it, when it
is put into a course of transmission to the
person to whom it is made, so as to be out of
the power of the person who makes it;
as against the person to whom it is made,
when it comes to his knowledge.

45. ILLUSTRATION
• A revokes his proposal by telegram.
The revocation is complete as against A when the
telegram is dispatched. It is complete as against B
when B receives it.
• B revokes his acceptance by telegram. B's revocation
is complete as against B when the telegram is
dispatched, and as against A when it reaches him.

46. REVOCATION IN
BANGLADESH
Revocation of proposals and acceptances:
Section 5:
• A proposal may be revoked at any time before the
communication of its acceptance is complete as
against the proposer, but not afterwards.
• An acceptance may be revoked at any time before
the communication of the acceptance is complete as
against the acceptor, but not afterwards.

47. ILLUSTRATION
• A proposes, by a letter sent by post, to sell his house to B.
B accepts the proposal by a letter sent by post.
A may revoke his proposal at any time before or at the
moment when B posts his letter of acceptance, but not
afterwards.
B may revoke his acceptance as any time before or at the
moment when the letter communicating it reaches A, but
not afterwards.

48. AN EXAMPLE
“A” makes a proposal to “B”.
B accepts the proposal and posts a letter to that effect
on 6th December. On the same day B sends a telegram
revoking his acceptance and so it happens that both
the telegram and the letter reach A at the same time
when he was out for a walk.
A’s driver takes delivery of both and keeps them on A’s
table. On return, A reads the telegram first and then the
letter.

49. • If we follow the Bangladeshi principle a problem
may arise in the circumstance where the letter
never reaches the other party, because the
communication of acceptance does not become
complete as against the acceptor unless the
letter of acceptance reaches to the other party.
• When such conflicting situation arises, we follow
the English rule.

50. THANK YOU