Contract Law - Acceptance.

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Acceptance of an offer means unconditional agreement to all the terms of that offer.

Acceptance will often be oral or in writing, but in some cases an offeree may accept an offer by doing something, such as delivering goods in response to an offer to buy.

The Courts will only interpret conduct as indicating acceptance if it seems reasonable to infer that the offeree acted with the intention of accepting the offer.


Brogden v Metropolian Rail Co (1877)

Remaining silent cannot amount to acceptance, unless it is absolutely clear that acceptance was intended.


Felthouse v Bindley (1862)

Re Selectmove Ltd (1995) - The Court of Appeal pointed out that an acceptance by silence could be sufficient if it was the offeree who suggested that their silence would be sufficient.

Thus in Felthouse, if the nephew had been the one to say that if his uncle heard nothing more he could treat the offer as accepted, there would have been a contract.

Unilateral contracts are usually accepted by conduct. If I offer £100 to anyone who finds my lost dog, finding the dog will be acceptance of the offer, making my promise binding - it is not necessary for anyone to contact me and say that they intend to take up my offer and find the dog.

Acceptance must be unconditional

An acceptance must accept the precise terms of an offer.
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Tim v Hoffman (1873) - one party offered to sell the other 1200 tons of iron. It was held that the other party's order for 800 tons was not an acceptance.

Negotiation and the battle of the forms

Where parties carry out a long process of negotiation, it maybe difficult to pinpoint when an offer has been made and accepted. In such case the Courts will look at the whole course of negotiations to decide whether the parties have reached an agreement at all, and if so when.

This process can be particularly ...

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4 Stars. Overall, a detailed examination of the key authorities. Reference to acceptance of the offer of a unilateral contract (counter offers, auctions, tenders); certainty of agreement (Scammel v Ousten); and acceptance in the context of machines (Thornton v Shoe Lane Parking) could all be made to achieve better marks.