Overview
This lecture introduces the core principles of acceptance in contract law, covering the requirements for valid acceptance, the methods of communicating acceptance, key case law, and rules about revocation.
Definition and Requirements of Acceptance
- Acceptance is an unqualified agreement to the terms of an offer.
- Acceptance must comply with any method specified by the offeror.
- Communication of acceptance can be by words, conduct, or other means indicating agreement if no specific method is stated.
Who Can Accept an Offer
- Only the person to whom the offer is directed can accept it.
- Exceptions exist for unilateral contracts (e.g., rewards), where anyone meeting the conditions can accept.
Counter Offers and Qualified Acceptance
- Any attempt to change or add terms constitutes a counter offer, not acceptance.
- A counter offer rejects the original offer and creates a new one.
- Strict adherence to the original terms is required for valid acceptance, as illustrated by Turner Kempson & Co.
"Battle of the Forms"
- Occurs when parties exchange their own standard terms and conditions.
- The final set of terms agreed upon (typically the last one sent and accepted) governs the contract.
Communication of Acceptance
- Acceptance must generally be communicated to the offeror.
- Silence cannot be imposed as acceptance.
- Acceptance normally follows the mode of the offer if no method is specified.
Instantaneous Communication
- In-person, telephone, fax, and similar means are considered instantaneous.
- Acceptance is effective when received by the offeror.
The Postal Rule
- Acceptance by post or telegram is effective when the letter or telegram is posted, not received.
- Parties must intend or contemplate acceptance by post for the rule to apply.
- Courts may require actual receipt if circumstances or past dealings suggest otherwise.
Acceptance by Email and Electronic Means
- Case law and recent legislation categorize email as instantaneous, with acceptance effective upon receipt.
- If a specific email address is designated, acceptance is effective when the message can be retrieved from the server.
Revocation of Acceptance
- Revocation is only effective if received by the offeror before the acceptance.
- Once acceptance is effective (e.g., letter posted), the contract is formed and cannot be revoked by a faster method.
Key Cases Referenced
- Turner Kempson & Co: Strict requirements for acceptance without alteration.
- Masters & Cameron: Intent and timing of when parties are bound by an agreement.
- Handbury v Fraser and Tallerman case: Judges consider circumstances for postal rule applicability.
- Noonan Holdings: Strict adherence to the postal rule regarding revocation.