hi guys and welcome back to contract law we are doing the videos for offer and acceptance and we are to video number four and this is the video that begins our exploration of the notion of acceptance so let's get back into the Prezi and have a look acceptance so what exactly is acceptance so far as the law is concerned well it means pretty much what you think it would mean it's unqualified agreement to the terms of an offer the emphasis there is on unqualified agreement and you'll see why in just a moment it has been made in the manner stipulated by the offer also though if they've actually said in the offer well you must reply to me in writing by snail mail by a certain date then you're going to have to do it that way other than that if there's nothing stipulated it might be by words by conduct anything that indicates unqualified agreement what is the importance of all of this as I said at the very beginning in the first video afterwards once there has been an unqualified agreement you have offer acceptance you're safe right deal as long as all the other prerequisites are there you've got your consideration your certainty of terms and all that good stuff then the contract will spring into being henceforth so the next logical question is who exactly can do the accepting well only the offering or accept or nowadays can do the accepting okay so if a makes an offer to be only B can accept the offer if C is standing by they can't chip in and purport to accept the offer that was directed to B and we talked about privity elsewhere in this unit what are the exceptions here and yes that we love those exceptions principally to do with those unilateral type contra I swear one person's coming broadcasting an offer rather broadly in those circumstances like we saw in Carlisle anyone can accept obviously in a reward kind of situations on a more particular subset of those offers to all the world it's intended that only the first person is going to be able to accept again just common sense there the next logical question is what exactly can be accepted and here we need to see unequivocal acceptance of the terms of the offer as they have been originally presented to the offering okay very important that okay if the offeree starts to change the terms or add new terms what they are doing is not giving a qualified acceptance of the offer that was on the table they are rejecting the offer that was originally presented and they are instead making a counter offer a fresh offer to the original person that made the offer okay so now the offer or and the Ori have kind of swapped places if you will Turner Kempson & Co just as an example of how strictly courts can construe this requirement so there we had a sale and what happened was they added a term in relationship to delivery they wanted it in three Lots with ten days in between nothing substantive changed but extra that extra detail added and there was a slight change in the way that the items were described in that case no there was no acceptance there that was actually a rejection of the original offer and a presentation of a counteroffer so a new offer them hide and reach classic scenario here what do you want to sell were some a property a thousand pounds Oh actually yeah you know what I can give you 950 no thanks and then the the offer he goes away rather disappointed that the 950 wasn't accepted then they come back and say actually you know what I will pay the thousand pounds and that's definitely a counter offer which the original offer or can then accept or reject okay sometimes here and the text goes into this you'll get into a bit of a battle of the forms where you know one company is offering to deal on their particular set of standard terms and conditions they send it out to the person that's going to be doing them purchasing if you will and then the purchaser replies back with their own standard terms and conditions what happens there if the original person that made the original offer sent their original T's and C's off to the purchaser then signs the purchasers standard form which ones going to apply in that case that I'm talking about but the machine tool it was the purchases order form that had the standard T's and C's that then governed the transaction so you need to be careful about what standard T's and C's are applying in a certain scenario and whether there have been multiple instances of standard T's and C's being sent the text also goes into masters and camera a bit and that's a bit of a discussion for another day I think suffice to say here in terms of acceptance and what can be accepted masters in camera is the case that sets out the various different stages of negotiation and how certain or uncertain the parties are about the terms that they're going to be agreeing to sometimes the terms will be fairly well agreed and it and the parties will intend to be bound right there and then they might say you know subject to contract or something like that but in actual fact they've intended to be bound straight away it's just that they want to reduce that agreement to running in other times you know the the terms and conditions may have been agreed the offers we made the acceptance has occurred things seem to have formed into a contract but the parties clearly from the intend there to be no binding effect to it unless until a proper document is drawn up and everyone has signed off so just be aware that Masters and Cameron is a significant case that will have to leave discussion off to a later day okay so how do you accept an offer this might seem like common sense interviews acceptance must be communicated by the offeree to the offer or if the offer or stipulates a certain manner of acceptance as I said before that has to be complied with however and there's one really big exception to this silence cannot be stipulated as the manner to accept an offer why is that it can't you might come and say yes it is common sense because in one way you kind of damned if you do and done if you don't you know if you don't say anything because you don't particularly want the deal or you not interested well all of a sudden you know you might find yourself trapped but then again you might want the contract and it's told you to be quiet so it's a bit of a funny scenario there obviously you can't stipulate that silence will constitute acceptance if the offer or doesn't actually stipulate a manner for acceptance then you can pretty much go for gold and except in most ways although logically most acceptances will occur in the same manner as the offer was made so if the offer was made by email often you will just respond by email there are two fairly separate issues that we need to discuss here firstly acceptance by instantaneous communication and secondly the postal rule okay so let's have a look at those so for the category of communication that we call instantaneous the case law has kind of sorted itself out as to what falls into this category of communication so obviously we've got two parties in front of each other in person is going to be instantaneous my phone is also considered instantaneous and Telex wow that's an antiquated form of technology at teleprinter also the facts well it's pretty much almost died out except for maybe doctors surgeries and universities possibly fred flintstone the general rule for instantaneous communication is that acceptance will occur when the offer or receives the communication so they send in to the other person do you want to do X the other person has said yes please I would love to the original offer or has heard that communication and they have received it therefore the acceptance has taken effect similarly by fine telex teleprinter fax and so on also once that person that's for example on fax once the person receives the facts who reads it that is when the communication has been legally received and the acceptance will become effective the situation is very different in terms of the postal rule so we've got an acceptance served by post you have this funny little antiquated corner of contract law that's grown up around mostly 19th and 20th century communication technology money through different principles apply here telegram also falls into this particular category of communication and therefore the acceptance is calculated the same way as by post because the post war can have some fairly significant effects on a transaction and parties rights you have to be very clear that the parties known intend that the postal rule will apply or at least that acceptance is going to be communicated by post so you have these two requirements here firstly the parties must contemplate acceptance by mail or telegram secondly if so the contract is formed as soon as the letter is posted yep I'll say that again as soon as the letter is posted so or in the case of telegrams if you actually gone into the post office and told the postmaster the content of your acceptance okay so as soon as that happens then the acceptance has been communicated and is effective the risk here obviously for the offer or is that the offeree or accept or may have actually done they're accepting and they just the offer or does not know it yet okay they haven't actually had the letter in their hot little hands and gone okay Mary doesn't want to buy my car the offer has been made perhaps by closed and maybe I don't know if anyone has actually been out and done a telegram I haven't I had gee I don't think I've actually ever sent a telegram my sister I remember going as a kid with my sister who who arranged a telegram and that was many years ago a Western Union telegram commands attention contract awarded can you ship my first of month reply by wire topic that is the risk obviously that they may not know so the other party has gone post deliver the telegram has been formulated and given to the postmaster in both of those scenarios the acceptance has become effective so looking a little bit more closely at the requirement that the parties contemplate the acceptors might occur by post or telegram and normally this will be fairly easy to to show if the offer itself was made by post okay because as we said before speaking the acceptance will be in the same form in the same manner as the offer was communicated and however where there has been a history of contentious dealings between the parties and if lawyers are involved at some getting bit nasty then a court might actually say hmm you know what given the high-risk nature of this transaction and the animal speed between the parties you know what I don't think the court doesn't think that it was contemplated that acceptance creature by post and that was the scenario that happened in the Telamon case it might be in the contemplation of the parties that acceptance would occur by post if they live a long way apart however you know as with most of these cases most of them were in centuries gone by and nowadays of healing live a long distance apart and I would say you'd probably be more likely to communicate by email but anyway that is one one principle that you might argue in a certain case if the facts demanded it so handful and Frazer is the case there that helps out with that generally speaking as I said the court will look at surrounding circumstances so certainly in the Taliban case notwithstanding that communication had been by post it was held that nothing short of actual communication and receipt of the acceptance was going to be sufficient for the acceptance to become infective so courts are going to use their common sense there how do you get around the post war as I said it has its risks if the offer or says that actual notification is required nothing short of me getting your letter saying hello it's Mary I want to buy your car and then you know that's the way that it's going to have to run so even if the letter is sent by post nothing short of actual notification is going to do so in the person and whole world cases you had the opera's for saying things like acceptance had to be I notice in writing to the offer or at any time and then specifying a certain time where you use words like notice in writing to me noticing writing to the offer or that will tend to flag the issue that the the offer or actually wants to receive the communication before acceptance of effective okay and during the postal rule will bite the dust so to speak what about emails well you might think that they just naturally fall into that category of instantaneous communication and therefore acceptance will be effective once the emails open and read oh there have been quite a long time of uncertainty in this area there was a 2009 case of alley of young clockwork 2009 FCA 522 that did hold the emails were part of that instantaneous category of communication but there's been a fair bit of uncertainty so now we actually finally have legislation that helps out interestingly to my mind it probably helps an offer or out a little more if they don't actually designate a specific email address if they don't and they say something like just send it to me by email then you have this two prong test which runs along the lines of these acceptances which received when the email is capable of being retrieved from the address was sent to and the offer or is aware that the electronic communication has been sent to that address what does that mean essentially when it's been downloaded and read okay so that kind of makes sense in terms of you know that instantaneous category of communication and the acceptance being effective once it's actually received a little trickier perhaps when you actually do designate a specific email address in that case the legislation says acceptances receive when the email is capable of being retrieved by the offeror at the specified address so we've dropped out that second prong in the previous section so essentially it will be received when the email hits this server when the email hits the server not when it actually gets to your particular email inbox and you see it there in front of you ready to be read so once it hits the server that's when acceptance is effective problems there things like you may have firewalls that stop the email from getting from your server to your inbox so that could be an issue you might have various different filters set up in your inbox that somehow prevent the email popping up in your inbox so it's gotten to the server but not actually to you also things like added office filters as well chunk spam all of that stuff can interfere with the email getting from server to your inbox and therefore being weird so just a little bit of trickiness on the part of the legislation they're not sure whether that was intended but that's how it seems to run upshot though is that the legislation says that you can certainly determine receipt differently for example you can still specify even if you're exchanging emails and doing a deal that way that acceptance will be effective when the email is downloaded and read if you wish to do so just for a bit of extra added certainty a bit of belts and braces approach as we would say in the contract drafting game aha finally we come to revocation of acceptance so what if you've said yes I would like to do that deal I like those terms like to be bound not in any kind of artificial way at all um I would love that the general rule revocation of acceptance is possible only if it reaches the or or before the acceptance does why is that obviously because we've had that magical moment haven't we we've had the meeting of minds we've had the consensus and edom so offer acceptance and you can't suddenly go oh woops sorry no I didn't mean that I had my fingers crossed hock my back no once you actually accept you're bound and then if you purport to withdraw then you can run into some serious problems it will probably constitute a repudiation for which the other party can terminate and sue you for damages so ugly little mess there which we get to talk about later on when we talk about breach and termination but why does if your revocation does actually magically reach the offer or before the acceptance does what's the legal chain of events there the offer terminates on receipt of the revocation so when the acceptance is received later on the offer has already been rejected by the earlier revocation so there's nothing to accept anymore okay the acceptance just kind of floats in like a feather after all the actual damages being done you know what I mean now how does that all play out in terms of the postal rule the general consensus is and this is just a general consensus because there are conflicting views on this but the general consensus is that if you have posted your acceptance by snail mail or telegram you can't then use a more immediate form of communication to revoke that postal acceptance okay just because it reaches the offerors ears in reality before the snail mail let it get there the problem is that once that snail mail that it was put into the post box that is when the contract was formed so then when you've gotten back to your car you picked up your mobile phone and god ah sorry Joe I really didn't want to buy that item it's too late because that magical moment has already happened once you've put the letter in the letter box so Noonan Holdings is a relatively recent case that tends to establish that fairly strict adherence to the postal rule there so that is acceptance as I always say if you have any queries or questions post on the up on Moodle post on the up on face here give me a call so I mean email let's keep chatting and I hope to see you in a zoom sometime soon until then bye for now guys