EXPRESS AND IMPLIED OFFER

According to Section 2(a), an offer is defined as –

“When one party signifies to another his willingness to do or to abstain from

doing anything, with a view to obtaining the assent of that other to such an

act or abstinence, he is said to make a proposal”

This is the very first step of forming a contract. The term ‘proposal’ in

Indian Law is synonymous to the term ‘offer’ used in English law. The

definition clearly states that there must be an intention to obtain the view of

the other party, otherwise it cannot be termed as a valid offer. For example,

A wants to sell his Television to B for Rs/-10000 and if B wishes to

purchase the same, it amounts to proposal by A for the sale of the television.

This intention of obtaining the assent of the other party can be either implied

or express. The Act lays down how the communication of proposal can be

made.

Section 9 of Indian Contract Act 1872 : "Promises, express and

implied"
Insofar as the proposal or acceptance of any promise is made in words, the

promise is said to be express. Insofar as such proposal or acceptance is

made otherwise than in words, the promise is said to be implied.

Express and Implied Offer

The communication of proposal is defined in section 3 of Indian Contract

Act, as “The communication of proposals, the acceptance of proposals, and

the revocation of proposals and acceptances, respectively, are deemed to be

made by any act or omission of the party proposing, accepting or revoking,

by which he intends to communicate such proposal, acceptance or

revocation, or which has the effect of communicating it. The above

definition clearly states that an offer may be communicated by the offeror by

any act or omission by which the offeror wants to communicate such offer,

which has the effect of communicating offers.

Therefore, an offer can be made:

i. By words (written or oral): A written offer can be made by letters,

telegrams, telex messages, advertisements, etc; whereas, an oral offer can be

made either in person or over telephone, etc.

ii. By conduct: An offer may be made by positive acts or signs so that the

person acting or making such signs means to say or convey, or such acts or
signs have the effect of communicating/ conveying his offer. An offer may

also be made by a party by omission (to do something). This takes in such

conduct or forbearance on one’s part that the other person takes it as his

willingness or assent. An offer made by words is known as ‘express offer’,

while an offer which is implied from the conduct of the parties or from the

circumstances of the case is called as ‘implied offer’. Section 9 of the Indian

Contract act further validates the aforementioned statements. It runs as “In

so far as the proposal or acceptance of any promise is made in words, the

promise is said to be express. In so far as such proposal or acceptance is

made otherwise than in words, the promise is said to be implied.”

Example: A offers, by letter, to sell his car to B at a certain price. Since this

is a proposal by an act (by written words), therefore, it is an express offer. A

bid at an auction is an implied offer, Or when a bus company runs buses on a

particular route inviting passengers over the route at scheduled fares. The

offer of the company is an implied offer.

Case Law:

Upton Rural District Council v. Powell,1 in which the court held that the

defendant wanted the services of Upton; he asked for services of Upton and

1
(1942) 1 All ER 220.
Upton, in response to that request, provided the services. Hence, the services

were rendered on an implied promise to pay for them.

Communication of Offer – When completes

Section 4 in The Indian Contract Act, 1872

Communication when complete. —"The communication of a proposal is

complete when it comes to the knowledge of the person to whom it is

made.”

The famous case study regarding this is Lalman Shukla v. Gauri Dutt.2 It

makes clear that acceptance in ignorance of the proposal does not amount to

acceptance.

2
(1913) 11 All.L.J. 489.