Acceptance of a Contract

To form a contract, one party must make an offer that another one accepts – e.g. “Can I buy
your car for $1,500?” “Yes, I accept your offer to buy my car for $1,500.”

How they accept that offer isn’t set in stone though.

Signing a contract, whether with wet ink or an electronic signature, is the legal equivalent of
physically accepting a document. Most people don't realise that when they purchase in a
store, agree to a price quotation over the phone for construction work, or click the "order"
button on a website, they are essentially accepting an offer to enter into a legally binding
contract.

Various forms of contract acceptance necessitate this.

To begin, when both parties agree to the terms of a contract, they are on the same page. A
contract is not in effect between the parties if one has made an offer and the other has not
accepted it. This is because a contract can't be formed without the acceptance of an offer by
one or more of the parties to the transaction. Observance of this regulation protects
individuals from being forced into contracts they did not want to enter into.

The offeror is safeguarded by the necessity for an accepting party in a contract, however.
This is so because it guarantees they will know whether their offer has been accepted or
rejected.

Consider an offer to provide 500 oranges on a certain day. Let's say the person you're
providing them to ignores your offer and then sues you for breach of contract because you
failed to deliver the oranges on the agreed-upon date.

There is no contract until the offer is accepted. Since there was never a binding agreement or
contract, the offeror is not in violation of anything.

What are the different types of acceptance?

There are three main types of acceptance when it comes to contracts:

1. Express

2. Conditional

3. Implied

Let's go through them one by one.

1. Express acceptance

When someone accepts your offer by saying, "Yes," whether vocally or in writing, it is an
example of express acceptance.

This one is lovely and simple; it just means accepting an offer for what it is. In the above
scenario, if the buyer of your home offered you $500,000, and you responded by email with
"sure, you may purchase my property for $500,000," you would have accepted the offer.

This kind of acceptance has to be straightforward and shouldn't seek modifications to the
offer. Not doing so would not constitute an instance of verbalised consent. 

2. Conditional acceptance

Conditional acceptance, also known as "qualified acceptance," is the expression used when
one is willing to agree to the original offer but with certain modifications. You may be
hearing this term because you've heard it used in a counteroffer.

Let's pretend you're putting pen to paper on an apartment lease. You've mentioned that the
leaking window is a deal breaker for you, but that you'll sign the lease if the owner takes care
of it. This is an instance of conditional acceptance.

Before you can enter into a binding agreement, the offeree must accept your counteroffer.

The original offer (in this case, to move into the apartment with rain still coming in through
that window) ceases to exist once a counteroffer is made. To put it simply, this is what's
known as the "mirror image rule."

3. Implied acceptance
You have indicated your agreement with the offer even though you have not explicitly stated
your assent to the terms of the offer in writing or orally. An inferred contract may be formed
by implicit acceptance.

Even if you don't explicitly say so, you're considered to have accepted their offer if your
behaviours show that you intend to follow through.

Consider this illustration. By paying for a chocolate gateau at a grocery store, you're
essentially saying that you're OK with the given price. As long as you pick up the item, bring
it to the register, and pay for it, it will be understood that you accept the offer without your
having to explicitly tell the cashier so. 

Can silence be a type of contract acceptance? 

In most contracting situations, silence will not be seen as an effective acceptance of terms.

Because we just established that a spoken confirmation of agreement is not required to accept
a contract, this may come as a surprise. But have no fear. Now, we'll go into further depth on
the scope and application of this rule.

But first, let's examine the origins of this regulation.

The case of Felthouse v. Bingley dates back to the 19th century in England when a man made
an offer to purchase a horse from his uncle. He added that he would "consider the horse
mine" if he didn't hear back from his uncle by the weekend.
The uncle then attempted to sue the auctioneer for selling the horse in error. However, the
court ruled that there was no binding agreement between the uncle and nephew. This is since
the uncle's lack of response to the offer was not interpreted as acceptance.

Of course, there are certain special cases. Such as when there is an implicit agreement
between the parties or when contracts have been formed in the past without outright
acceptance.

This is also the case if you place the same monthly purchase with the same provider.
Accepting delivery of the products and failing to request a refund constitutes acceptance of
their offer. Although you haven't signed anything or spoken to confirm your acceptance of
our offer, we'll treat this as if you had.

However, it is not necessarily necessary to have a pre-existing connection with someone to

make a contract without express approval. Imagine you've hired a home painter to come to
your place. An email exchange between you and your house painter reads, "If I don't hear
from you by 2 March, I'll assume you're happy for me to start the job on 8 March." The lack
of response here indicates agreement.

However, if the painter asks, "Let me know you're happy for me to start the painting on 8
March," and you don't respond, that doesn't constitute acceptance. Therefore, no binding
agreement is established.