DEFINITION OF ACCEPTANCE
Acceptance is the unconditional agreement to all terms of an offer.
Brogden v Metropolitan Rail Co
When Brogden added a new term to the contract, he was offering to supply coal under
that contract. The court held that an acceptance by conduct of that offer could be
inferred from the parties’ behaviour.
Mere silence cannot amount to acceptance.
Felthouse v Bindley
The nephew did not reply the uncle’s offer letter, but did tell the auctioneer to keep the
horse out of sale. It was held that there was no contract, as the nephew’s attempt to
keep the horse out of sale did not necessarily imply that he intended to accept the
uncle’s offer.
Re Selectmove Ltd
It was held that acceptance by silence could be sufficient if the offeree suggested that
their silence would be sufficient.
Acceptance must be unconditional and accept the precise terms of an offer.
Tinn v Hoffman
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.
BATTLE OF THE FORMS
Where parties carry on negotiation, it may be difficult to pinpoint when an offer has been
made and accepted. This can be more difficult where “battle of the forms” occurs, where
one party sends a form stating that the contract is on their standard terms of business,
and the other party responses with a form of their terms.
, The general rule is that the last shot wins.
British Road Services v Arthur V Crutchley & Co Ltd
The court held that stamping the delivery note with “Received under our conditions”
amounted to a counter-offer, which BRS accepted by handing over the goods.
An exception to this general rule can be seen in Butler Machine Tool Ltd v Ex-Cell-O
Corp Ltd.
Butler Machine Tool Ltd v Ex-Cell-O Corp Ltd
The claimants supplied a quotation and stating that its terms would prevail. The
defendants placed an order containing their own terms with tear-off acknowledgement
slip. This amounted to a counter-offer which the claimants accepted when they returned
the slip that stated “we accept your order on the terms”.
GHSP Incorporated v AB Electronic Ltd
The court held that although the parties had entered into a contract, the terms were not
to be found in either of the parties’ respective standard terms of business. The contract
was an unwritten contract containing the terms implied by the Sales of Goods Act 1979
and s.14(2) implies that the goods supplied will be of satisfactory quality.
SPECIFIED METHODS OF ACCEPTANCE
If an offeror states that his offer must be accepted in a specific way, then only
acceptance by that method or an equally effective one will be binding. It should not be
slower than the method specified, nor have any disadvantages for the offeror.
Tinn v Hoffman
It was held that where the offeree was asked to reply ‘by return of post’, any method
which would arrive before return of post would be sufficient.
Yates Building Co Ltd v R J Pulleyn & Sons (York) Ltd
Acceptance is the unconditional agreement to all terms of an offer.
Brogden v Metropolitan Rail Co
When Brogden added a new term to the contract, he was offering to supply coal under
that contract. The court held that an acceptance by conduct of that offer could be
inferred from the parties’ behaviour.
Mere silence cannot amount to acceptance.
Felthouse v Bindley
The nephew did not reply the uncle’s offer letter, but did tell the auctioneer to keep the
horse out of sale. It was held that there was no contract, as the nephew’s attempt to
keep the horse out of sale did not necessarily imply that he intended to accept the
uncle’s offer.
Re Selectmove Ltd
It was held that acceptance by silence could be sufficient if the offeree suggested that
their silence would be sufficient.
Acceptance must be unconditional and accept the precise terms of an offer.
Tinn v Hoffman
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.
BATTLE OF THE FORMS
Where parties carry on negotiation, it may be difficult to pinpoint when an offer has been
made and accepted. This can be more difficult where “battle of the forms” occurs, where
one party sends a form stating that the contract is on their standard terms of business,
and the other party responses with a form of their terms.
, The general rule is that the last shot wins.
British Road Services v Arthur V Crutchley & Co Ltd
The court held that stamping the delivery note with “Received under our conditions”
amounted to a counter-offer, which BRS accepted by handing over the goods.
An exception to this general rule can be seen in Butler Machine Tool Ltd v Ex-Cell-O
Corp Ltd.
Butler Machine Tool Ltd v Ex-Cell-O Corp Ltd
The claimants supplied a quotation and stating that its terms would prevail. The
defendants placed an order containing their own terms with tear-off acknowledgement
slip. This amounted to a counter-offer which the claimants accepted when they returned
the slip that stated “we accept your order on the terms”.
GHSP Incorporated v AB Electronic Ltd
The court held that although the parties had entered into a contract, the terms were not
to be found in either of the parties’ respective standard terms of business. The contract
was an unwritten contract containing the terms implied by the Sales of Goods Act 1979
and s.14(2) implies that the goods supplied will be of satisfactory quality.
SPECIFIED METHODS OF ACCEPTANCE
If an offeror states that his offer must be accepted in a specific way, then only
acceptance by that method or an equally effective one will be binding. It should not be
slower than the method specified, nor have any disadvantages for the offeror.
Tinn v Hoffman
It was held that where the offeree was asked to reply ‘by return of post’, any method
which would arrive before return of post would be sufficient.
Yates Building Co Ltd v R J Pulleyn & Sons (York) Ltd
