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Commerce · Ch 29 — Elements of Contract

Acceptance

4

Acceptance

Section 2(b) defines acceptance: "When the person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted. A proposal, when accepted, becomes a promise."

Rules of a valid acceptance:

  • It must be absolute and unqualified — accepting an offer with variations or conditions is not an acceptance but a counter-offer.
  • It must be given in the mode prescribed by the offeror (if any); if no mode is prescribed, it must be in some usual and reasonable manner.
  • It must be communicated to the offeror — mere mental assent, without communication, is not acceptance.
  • It must be given while the offer is still open — an offer once revoked or lapsed cannot be validly accepted.
  • Silence does not amount to acceptance, unless the parties themselves have agreed that it will (a rare exception).
  • It can only be given by the person to whom the offer was made (or by their authorised agent). …