Communication of Offer and Acceptance, Revocation and mode of revocation of offer and acceptance

Offer:

An offer is a clear and definite proposal made by one party (known as the offeror) to another party (called the offeree), indicating a willingness to enter into a contract on specific terms. It is the first step in the formation of a contract and creates the power of acceptance in the offeree.

According to Section 2(a) of the Indian Contract Act, 1872, an offer or proposal is when one person signifies to another their willingness to do or abstain from doing something, with the intention of obtaining the assent of the other person to such act or abstinence.

The offer must be communicated to the offeree to be effective, enabling the offeree to decide whether to accept or reject it. It must be certain and definite, leaving no ambiguity about the terms involved. The offeror must also intend to be legally bound once the offer is accepted.

Offers may be express, clearly stated verbally or in writing, or implied, inferred from the conduct or circumstances. They can also be specific, directed to a particular person, or general, made to the public at large.

Acceptance:

Acceptance is the unequivocal expression of assent by the offeree to the terms of the offer made by the offeror. It is a crucial element in the formation of a contract, as it signifies the offeree’s agreement to be bound by the offer, leading to the creation of a legally enforceable agreement.

Section 2(b) of the Indian Contract Act, 1872 defines acceptance as the assent given by the person to whom the proposal (offer) is made. For acceptance to be valid, it must correspond exactly to the terms of the offer without any modifications — this is known as the “mirror image rule.” Any change in terms amounts to a counter-offer, not acceptance.

Acceptance must be communicated to the offeror in the manner prescribed, or if no specific method is stated, then in a reasonable way. It can be express (by words, spoken or written) or implied (by conduct).

Acceptance must occur within the time specified in the offer or within a reasonable time if no duration is mentioned. Once acceptance is effectively communicated, the contract comes into existence. However, acceptance made after the offer is revoked or expired is invalid.

Communication of Offer:

The communication of an offer is the process by which the offeror conveys their willingness to enter into a contract to the offeree. According to Section 4 of the Indian Contract Act, 1872, the communication of an offer is complete when it comes to the knowledge of the person to whom it is made — that is, when the offeree becomes aware of it.

For a valid contract to arise, the offer must be properly communicated so the offeree can make an informed decision to accept or reject it. Until the offeree knows about the offer, there can be no acceptance, and thus, no contract. This is important to avoid misunderstandings or disputes later.

The communication can be done by direct methods such as spoken words, letters, emails, or even conduct, depending on the situation. For example, in a general offer (like a public advertisement), the offer is considered communicated when it is publicized.

In face-to-face conversations or phone calls, the communication is instantaneous. However, when sent by post or email, the timing depends on when the offeree actually receives and reads the offer.

Effective communication ensures that both parties are aware of their obligations and rights before entering a contract.

Steps in Communication of Offer:

Step 1. Formulation of the Offer

The first step is the formulation of the offer by the offeror. This involves the offeror deciding on the precise terms and conditions they are willing to propose, whether it is to do something or abstain from doing something. The offer must show clear intent to be legally bound if accepted, and it should not be vague or uncertain. A properly formulated offer sets the foundation for effective communication and helps avoid confusion or disputes later.

Step 2. Mode of Communication Chosen

Once the offer is ready, the offeror selects a mode of communication — oral, written, electronic, or by conduct — to transmit the offer to the offeree. The choice depends on the context and the relationship between the parties. For example, offers can be made face-to-face, over the phone, via email, or through letters. The selected mode must ensure the offeree receives the offer clearly and unambiguously, enabling them to make a proper decision.

Step 3. Dispatching or Sending the Offer

The next step is the dispatch or sending of the offer through the chosen medium. This action marks the offeror’s attempt to communicate willingness to enter into a contract. For instance, mailing a letter, sending an email, or delivering a verbal message all represent dispatching the offer. Importantly, the offeror must take reasonable steps to ensure the offer reaches the offeree. Simply writing or preparing the offer is not enough; it must be actively sent out.

Step 4. Receipt of the Offer by the Offeree

According to Section 4 of the Indian Contract Act, the communication of the offer is complete when the offeree receives the offer. It is not enough that the offeror has sent it; the offeree must actually come to know of it. For example, a letter must be delivered and read, or an email must reach the inbox and be accessed. Until the offeree knows about the offer, they cannot act on it or accept it.

Step 5. Understanding the Terms of the Offer

After receiving the offer, the offeree must understand the terms and conditions of the proposal. This step is crucial, as a misunderstanding or misinterpretation could lead to disputes or an invalid agreement. The offeror should ensure that the language used is clear, specific, and unambiguous, leaving no room for doubt. The offeree, on their part, should carefully read or listen to the offer details before making any decision regarding acceptance or rejection.

Step 6. Clarification or Inquiries

Sometimes, after receiving the offer, the offeree may have questions or need clarifications before proceeding. This is an optional but practical step where the offeree seeks additional details to fully understand the offer. For example, they may ask for clarification on pricing, timelines, or obligations. While this does not constitute acceptance or rejection, it is part of the communication process, ensuring both parties are aligned and reducing the risk of later conflicts or misunderstandings.

Step 7. Decision by the Offeree to Accept or Reject

Finally, after receiving and understanding the offer, the offeree must make a decision — either to accept, reject, or make a counteroffer. This decision concludes the communication process from the offeror’s side and transitions into the communication of acceptance or rejection. The offeree’s response determines whether a valid contract will be formed. Without the initial steps of clear offer communication, the offeree would not be in a position to decide meaningfully.

Communication of Acceptance:

Communication of acceptance is a crucial step in forming a valid contract under the Indian Contract Act, 1872. It refers to the process by which the offeree conveys their assent or agreement to the terms of the offer back to the offeror. Without proper communication, the acceptance is not legally recognized, and no binding contract is formed.

According to Section 4 of the Act, the communication of acceptance is complete:

• As against the proposer (offeror) when the acceptance is put in a course of transmission, so it is beyond the power of the acceptor (for example, when the acceptance letter is posted);

• As against the acceptor (offeree) when it actually comes to the knowledge of the proposer (for example, when the proposer receives the acceptance letter).

This means that once the offeree has done everything required to communicate acceptance, the contract is binding, even if the proposer has not yet received the communication. However, until the acceptance reaches the proposer, the offeree can revoke it.

Proper communication ensures both parties are aware of the binding agreement, reducing misunderstandings. The method of communication can be express (spoken or written) or implied, depending on the nature of the transaction.

In modern times, communication can occur via letters, email, phone, or even messaging apps, but it must follow any conditions specified in the offer.

Steps in Communication of Acceptance:

• Understanding the Offer

Before communicating acceptance, the offeree must fully understand the terms of the offer. This means carefully reviewing the proposal, including obligations, timelines, and conditions, to ensure they agree with what’s being proposed. Without clear understanding, acceptance may be invalid, or it might lead to disputes. The offeree must confirm that the offer aligns with their expectations and capabilities before moving forward to acceptance, as this marks the transition from mere negotiation to legal commitment.

• Decision to Accept

Once the offer is understood, the offeree must consciously make a decision to accept. This is the moment of internal agreement when the offeree decides to bind themselves to the terms of the offer. This decision must be absolute and unconditional — any changes or modifications would constitute a counteroffer, not acceptance. The decision-making step is critical, as acceptance must exactly mirror the offer for a valid contract to arise under the “mirror image rule.”

• Choosing the Mode of Communication

The offeree must then choose the appropriate mode of communication for acceptance. This could be oral, written, electronic, or any other mode specified by the offeror. If the offeror has prescribed a particular mode (for example, acceptance only by email), the offeree must comply with it. If no mode is specified, then the offeree should use a reasonable or customary method for such transactions to ensure the acceptance is valid and properly communicated.

• Dispatching the Acceptance

Once the mode is selected, the offeree must dispatch or send the acceptance. This could mean mailing a letter, sending an email, making a phone call, or verbally communicating agreement in person. As per Section 4 of the Indian Contract Act, communication of acceptance is complete against the proposer when it is put in the course of transmission and out of the power of the acceptor. This marks the point where the acceptor has done their part.

• Transmission of Acceptance

The next step involves the actual transmission of the acceptance to the offeror. This is the physical or digital movement of the acceptance from the offeree to the offeror, such as a letter traveling through the postal system or an email moving through servers. While dispatch marks the completion on the proposer’s side, transmission ensures that the acceptance is on its way and will soon reach the offeror, fulfilling the final communication requirements under the law.

• Receipt by the Offeror

Communication of acceptance is complete as against the acceptor when it comes to the knowledge of the offeror. This means the offeror must receive the acceptance — reading the email, opening the letter, or hearing the verbal confirmation. Until the offeror knows of the acceptance, the offeree can revoke it. Once the offeror is informed, the contract becomes binding on both parties, completing the circle of offer and acceptance as required under contract law.

• Confirmation or Follow-Up (if needed)

While not legally required, in modern business practice, it is often customary to confirm acceptance or follow up after it has been communicated. This ensures both parties are on the same page and helps avoid misunderstandings. For example, sending an acknowledgment email or requesting a confirmation call can provide assurance that the acceptance was received and noted. This extra step, while optional, strengthens the relationship and clarity between contracting parties.

Revocation of Offer:

Revocation means the withdrawal or cancellation of an offer by the offeror before it is accepted. Under Section 5 of the Indian Contract Act, 1872, an offer can be revoked at any time before the communication of acceptance is complete as against the offeror, but not afterward. Once the acceptance is communicated and becomes binding, the offeror can no longer revoke the offer.

Revocation ensures that the offeror retains control over the offer until it turns into a contract. However, this right is limited — the revocation must be communicated effectively to the offeree before they accept the offer.

Modes of Revocation of Offer:

The Indian Contract Act, under Section 6, outlines various modes through which an offer can be revoked. These modes ensure that both parties understand under what circumstances an offer is no longer valid and avoid unnecessary disputes. Below are the key modes of revocation:

• By Notice of Revocation

An offer can be revoked by the offeror giving clear notice to the offeree, informing them of the withdrawal. This notice can be communicated verbally, in writing, or through any medium that effectively reaches the offeree. The revocation is valid only if it reaches the offeree before they communicate their acceptance. For example, if A offers to sell his bike to B and sends a message withdrawing the offer before B sends his acceptance, the revocation is valid.

• By Lapse of Time

If the offeror specifies a time limit for acceptance and the offeree does not accept within that period, the offer automatically lapses. Even if no time is specified, if the acceptance is not made within a reasonable time — based on the nature of the offer and the surrounding circumstances — the offer expires. For example, if A offers to sell goods to B stating the offer is open for three days, but B accepts after five days, the offer has lapsed.

• By Failure of Condition Precedent

If the offer is subject to certain conditions and those conditions are not met, the offer becomes invalid. For example, if A offers to sell his car to B on the condition that B arranges full payment within one week, but B fails to do so, the offer is automatically revoked.

• By Death or Insanity of Offeror

If the offeror dies or becomes of unsound mind before the acceptance is communicated, and the offeree is aware of this, the offer stands revoked. However, if the offeree accepts the offer without knowing about the offeror’s death or insanity, the contract may still be valid. For example, if A offers to sell property to B but dies before B accepts, and B knows of A’s death, the offer is revoked.

• By Counter-offer or Rejection

If the offeree rejects the offer outright or makes a counter-offer proposing different terms, the original offer is revoked. A counter-offer is treated as a rejection of the original offer and the proposal of a new offer. For example, if A offers to sell a product for ₹10,000 and B replies offering ₹8,000, this is a counter-offer and effectively cancels the original offer.

• By Change in Law

If a change in law renders the performance of the offer illegal or impossible, the offer is automatically revoked. For example, if A offers to export a certain good to B, but the government later bans the export of that good, the offer stands revoked.

Revocation of Acceptance:

Revocation of acceptance refers to the withdrawal or cancellation of the acceptance made by the offeree before it becomes binding on the offeror. According to Section 5 of the Indian Contract Act, 1872, an acceptance can be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterward.

This means that once the acceptance is communicated to the offeror and reaches their knowledge, the offeree cannot revoke or cancel it. However, before that point, the offeree retains the right to withdraw their acceptance if they wish to do so.

For example, if A offers to sell a car to B, and B posts a letter of acceptance on Monday but sends a telegram revoking the acceptance on Tuesday which reaches A before the acceptance letter, the revocation is valid.

The key point is the timing — the revocation must reach the offeror before or at the same time as the acceptance becomes effective. Once the acceptance is communicated and comes to the knowledge of the offeror, it creates a binding contract, and revocation is no longer possible.

This provision ensures fairness and clarity, preventing situations where one party is unfairly bound by an acceptance they later decide to withdraw but fail to notify in time. Proper communication plays a critical role in ensuring valid revocation.

Modes of Revocation of Acceptance:

• Express Revocation

This is when the acceptor clearly communicates their intention to withdraw the acceptance through direct communication. For example, if the acceptor has sent a letter of acceptance but later sends an email or makes a phone call to inform the offeror of their intention to revoke before the letter is received, the revocation is valid. Express revocation can be oral or written, but it must reach the offeror in time.

• Implied Revocation

Sometimes revocation can happen through implied actions or conduct. If the acceptor performs an act that indicates they no longer intend to go through with the contract, and this action comes to the knowledge of the offeror before the acceptance reaches them, it counts as implied revocation. For example, if the acceptor sells the goods they had earlier accepted to purchase, it shows they no longer wish to accept.

• Revocation by Faster Mode of Communication

If the acceptance was sent by a slower mode (like postal mail), the revocation can be sent using a faster mode (like telephone, email, or telegram) to ensure it reaches the offeror before or at the same time as the acceptance. For instance, if the acceptor sends a letter of acceptance but follows it up with a quick phone call or email to revoke before the letter is received, the revocation is valid.

• Revocation by Death or Insanity (under certain cases)

Although death or insanity usually terminates the offer, if the acceptor dies or becomes insane before the acceptance reaches the offeror and the offeror becomes aware of it, the acceptance is effectively revoked. However, if the acceptance has already been communicated, death or insanity does not revoke it.

• Revocation through Authorized Agent

The revocation of acceptance can also be communicated through an authorized agent. If the acceptor has appointed an agent to handle communication, the agent can validly notify the offeror about the revocation before the acceptance becomes effective.