Communication of Acceptance

    COMMUNICATION OF ACCEPTANCE 

Acceptance by external manifestation or overt act

This definition clearly requires that the asset should be signified. It may be signified or expressed by an act or omission by which the party accepting intends to communicate his assent or which has the effect of communicating it. A very common instance of an act amounting to acceptance is the fall of hammer in the case of an auction sale.  The principle is that there should be some external manifestation (overt act) of acceptance. A mere mental determination to accept unaccompanied by any external indication will not be sufficient. In the words of Shah J : “An agreement does not result from a mere state of mind: intent to accept an offer or even a mental resolve to accept an offer does not give rise to a contract. There must be some external manifestation of that intent by speech, writing or other act. ”

Such manifestation may be in the form of express words, written or spoken or may be signified through conduct. An illustration of acceptance by conduct is the decision of the House of Lords in Brogden v Metropolitan Railway Co. 

B had been supplying coal to a railway company without any formal agreement. B suggested that a formal agreement should be drawn up. The agents of both the party met and drew up a draft agreement. It had some blanks when it was sent to B for his approval. He filled up the blanks including the name of an arbitrator and then returned it to the company. The agent of the company put the draft in the drawer and I remained there without final approval having been signed. B kept up the supply of coals but on the new terms and also received payment on the new terms. A dispute having arisen B refused to be bound by the agreement. 

The conduct of the company’s agent in keeping the agreement ion his drawer was an evidence of the fact that he had mentally accepted it. But he had not expressed his mental determination and retention of the agreement was not a sufficient acceptance. But the subsequent conduct of the parties in supplying and accepting coal on the basis of proposed agreement was a conduct that evidenced or manifested their intention.

Acceptance by Conduct

Another common example of acceptance by conduct is an action in terms of the offer. All cases of general offers, which are a kind of unilateral contract, demand some act in return for the promise to pay. In express recognition of this principle Section 8 provides that “Performance of the conditions of a proposal, of the acceptance of any consideration for a reciprocal promise which may be offered with a proposal, is an acceptance of the proposal.”

One cannot doubt that, as an ordinary rule of law, an acceptance of an offer made ought to be notified to the person who makes the offer in order that the two minds may come together.