Acceptance (Section 2(b))

The Indian Contract Act 1872 defines acceptance in Section 2 (b) as “When the person to whom the
proposal is made signifies his assent thereto, the offer is said to be accepted. Thus the proposal when
accepted becomes a promise.” An offer can be revoked before it is accepted.
As specified in the definition, if the offer is accepted unconditionally by the offeree to whom the request is
made, it will amount to acceptance. When the offer is accepted it becomes a promise.
Example
‘A’ offer to buy B’s house for rupees 40 lacs and ‘B’ accepts such an offer. Now, it has become a promise.
When an offer is accepted and it becomes a promise it also becomes irrevocable. No legal obligation
created by an offer.

Mode of acceptance
Under the Indian Contract Act, acceptance can be by following two ways:
 Implied acceptance: Acceptance which is not explicitly made by means of speech or writing
but, by the conduct of the person to whom an offer is made. The striking of hammer thrice by
the auctioneer in order to show his acceptance to the offer made by a bidder is an example of
implied acceptance to the offer made by the bidder at an auction to the auctioneer;
 Express acceptance: Acceptance which is made by means of words, oral or written is known as
an express acceptance. For example, A offers B his watch for sale through a mail and A replies
in positive to the offer by email.

Acceptance: absolute and unqualified (Section 7)

Acceptance to be legally enforceable must be absolute and unqualified. Section 7(1) of the Indian Contract
Act provides that in order to turn an offer into an agreement the acceptance to the offer must be absolute
and unqualified. The logic behind the principle that the acceptance to the offer must be absolute and
unqualified is that when acceptance is not absolute and is qualified it results into a counter offer which
leads to the rejection of the original offer made by the offeror to the offeree. If the offeree makes any
variations in the original terms of the contract proposed to him and then accepts the contract, such an
acceptance would result in the invalidity of the contract.
For example, if A offers to sell his bike to B for Rupees 10,000. But B persuades A to sell him the bike for
7,000 rupees to which A denies and if B at any later point of time agrees to buy the bike for 10,000 rupees.
Then A is under no obligations to sell him the bike as the counteroffer made by B puts an end to the
original offer.
It is also important that the acceptance made by the offeree should be in toto, i.e. acceptance should be
given to all the terms and conditions of the offer as acceptance of only a part of the offer is not a good
acceptance under the law. For example, A makes an offer to B of sale of 30 kg of wheat at Rupees 700 but
B agrees to buy only 10 kg of wheat. Here the acceptance made by B is not in toto with respect to the
terms of the contract and therefore, the acceptance made by B is no acceptance in the eyes of law and
therefore, A is under no obligation to sell him wheat since there is no contract between them.

Legal rules and conditions for acceptance

 Acceptance must be absolute and unqualified 
The offeree’s approval cannot be conditional. For example, ‘A’ wants to sell her car to ‘B’ for Rs
2 lakh, ‘B’ can’t come back and says that she accepts the offer but will buy the same for Rs. 1
lakh.
 Acceptance must be told to the offeror
If the acceptor just accepts the offer in his head and he does not mention the same to the offeror,
it can not be called an Acceptance, whether in an express manner or an implied manner.
 Acceptance must be recommended in the following mode
Acceptance is sometimes required in a prescribed/specified communication mode.
 In a reasonable amount of time, the acceptance is given
It’s very rare that an offer is always to get acceptance at any time and at all times. Therefore, the
offer defines a time limit. If it does not, it should not be acknowledged forever.
Mere silence is not acceptance
If the offeree fails to respond to an offer made to him, his silence can not be confused with
acceptance. But, there is an exception to this rule. It is stated that, within 3 weeks of the date on
which the offer is made, the non-acceptance shall be communicated to the offeror. Otherwise, the
silence shall be communicated as acceptance.

When communication is complete

 Communication of acceptance (Section 4)
Communication of acceptance is complete when it is put in the course of transmission to him as
to be out of the power of the acceptor to withdraw the same and when it comes to the knowledge
of the proposer.

Time of revocation of acceptance

An acceptance may be revoked at any time, but not afterward, before the communication of the
acceptance is complete as against the acceptor.

Acceptance with subsequent condition

In the law of contract, the term “condition” is used in a loose sense and it is used synonymously
as “terms”, ‘’condition” or ”clause”. In its proper sense, the term condition means some operative
term subsequent to acceptance and prior to acceptance, it is a fact on which the rights and duties
of the parties to the contract depend on. The fact can be any act or omission by any of the
contracting parties, an act of the third party or happening or not happening of any natural event.
Conditions are of three types, which are as follows:
 Express condition: In an express condition, certain facts can operate as condition as it
has been expressly agreed upon by the parties to the contract;
 Implied condition: When certain facts which operate as a condition are not expressly
mentioned by the parties but can be inferred by the conduct of the parties to contract is
known as an implied condition;
 Constructive condition: When the court believes that the parties to a contract must
have intended to operate certain conditions because the court believes that the Justice
requires the presence of the condition. These conditions are known as constructive
conditions.  
A contract comes into force by the acts or conduct of one party to the other party. The acts or
conduct of the party can be turned into a promise only by meeting of mind or an agreement
between both the parties. An acceptance that carries a subsequent condition may not have the
effect of counter-proposal. Thus, where a person ‘A’ accepted the terms of the contract for the
sale of a good by accompanying the acceptance with the warning that if money was not delivered
to him by a particular date, then the contract will remain repudiated. The acceptance of the offer
would not be deemed to be a counter-proposal.

Acceptance of counter proposals

In certain cases, the person whose proposal or offer has not been accepted absolutely or
unqualifiedly by the offeree as the offeree attaches a counter-proposal to the original proposal, the
offeror becomes bound by the counter-proposal. If, by the conduct of the offeror, he indicates that
he has accepted the terms of the counter-proposal laid down by the offeree.
In the case of Hargopal v. People’s Bank of Northern India Ltd., an application for shares was
made with a conditional undertaking by the bank that the applicant would be appointed as a
permanent director of the local branch. The shares were allotted to the applicant by the Bank
without fulfilment of the condition and the applicant was given his shares and the applicant
accepted the same without any protest regarding the non-fulfilment of the terms of the contract.
When there arose a dispute between the parties in a court of law. The applicant contended that the
allotment was void on the ground of non-fulfilment of the conditions which were stipulated in the
original contract. The court rejected the contention from the applicant’s side by holding that the
same can not be pleaded by him as he has waived the condition by his conduct.
In Bismi Abdullah and sons v. FCI, the court held that where tenders were invited subject to the
deposit of money. It was open to the tenderers to waive the requirement and acceptance given to a
tender without making the deposit is binding upon the tenderer. 
In D.S. Constructions Ltd v. Rites Ltd, the court held the where the tenderer made variations to
the terms of his tender within the permissible period, but the variations were only partly accepted
by the other side without the tenderer’s consent lead to repudiation of the contract and so there
was no contract at all. Therefore, the earnest money deposited by the party can not be forfeited.