VALID ACCEPTANCE AND ITS COMMUNICATION

The first stage of a contract is when one party makes an offer to the other and
the other party accepts it. Consent is a sign of assent in most cases. A
contract's acceptance is a necessary component. A contract cannot be formed
without the acceptance of an offer. A legal offer must be made and accepted
by the offeree in order to form a valid contract. Acceptance must be valid,
meaning it must be given freely and the person giving consent must be capable
of doing so.
In this article, we will discuss the what does appetence meant by Contract Act
of 1872, essential requirement to make an acceptance a valid to convert an
agreement to contract. In the later part, we will discuss ways to communicate
acceptance.
What is acceptance according to contract act 1872?
Article 2 of our Indian Contract Act of 1872 defines the term "acceptance"
broadly (b). Which goes on to state that” When the person to whom the
proposal is made signifies his assent to the proposal is said to be accepted”
When the offer is accepted, the contract becomes legally binding; this ensures
that the acceptance cannot be retracted once it has been made. Because while
the offer is conditional, acceptance cannot be. However, in our Indian contract
law, acceptance can be cancelled through swift communication. So that the
offeree can learn more about the subject before accepting it.

When an offer is made to the other party (offeree), the offeree must accept
the offer and convey his acceptance to the offeror in order for the contract to
enter into force. Otherwise, it will be assumed that there was no meeting of
minds for the contract to enter into force.
A court will look for evidence of three aspects when assessing whether an
offeree accepted an offer and formed a contract: (1) the offeree wanted to
enter the contract, (2) the offeree agreed on the terms proposed by the
offeror, and (3) the offeree conveyed his acceptance to the offeror.
Intention to make contract

The court looks for the same present intent to contract on the part of the
offeree that it found on the part of the offeror when determining whether an
offeree accepted an offer. In the same way as intent to make an offer is judged
by an objective criterion, intent to accept is judged by an objective criterion.
The difference is that in order for a contract to be formed, the offeree must
objectively express a present intent to contract on the conditions of the offer.
The offeror, as the master of the offer, can specify in great detail what
behaviour the offeree must exhibit in order to tie him to a contract. If the
offeror does so, the offeree must usually comply with all of the offer's terms
before a contract is formed.

Intent and Acceptance on the Offeror’s Terms

Traditional “Mirror Image” Rule
An acceptance must be a mirror copy of the offer, according to conventional
contract law. Counteroffers are attempts by offerees to amend the terms of
the offer or add additional provisions to it because they imply a purpose by the
offeree to reject the offer rather than be bound by its terms. In recent years,
however, there has been a trend in the courts to apply the mirror image rule
more liberally, ruling that only substantive (significant) differences between an
offer and a purported acceptance result in an implied rejection of the offer.
Acceptance is typically a challenging effort for complaining people.

The “Battle of the Forms”

Applying the mirror image concept strictly to modern business transactions,
the vast majority of which are conducted using pre-printed form contracts,
would frequently frustrate the parties' genuine intentions. Offerors use
standard order forms produced by their attorneys, and offerees use standard
acceptance or acknowledgement forms drafted by their lawyers.
The chances of these forms agreeing in every detail are limited, just as the
chances of these forms agreeing in every detail are minimal.
Instead, the parties to such transactions are more likely to read only the most
important provisions, such as the products ordered, the price, and the required
delivery date, and conclude that they have a contract provided these terms are
acceptable.
If a disagreement emerged before the parties began to perform, a court
interpreting the mirror image criterion rigidly would decide that no contract
had been formed because the offer and acceptance forms did not match
perfectly. If a disagreement emerged after performance had begun, the court
would almost certainly rule that the offeror had implicitly accepted the
counteroffer and was bound by its conditions.
Because neither of these outcomes is satisfactory, the Code has altered the
mirror image rule for contracts involving the sale of commodities in a very
contentious provision known as the "Battle of the Forms." It enables for the
creation of a contract even when the terms of the offer and the terms of the
acceptance differ. It also makes it feasible for a term in the acceptance form to
become part of the contract in particular instances. Even if it includes terms
that are different from those specified in the offer or mentions additional
terms that the offer did not address, the Code states that a definite and timely
expression of acceptance forms a contract.
It states that a contract is formed by a clear and timely expression of
acceptance, even if it includes terms that differ from those mentioned in the
offer or states new terms that the offer did not address. A lawful acceptance
would be one that was expressly conditioned on the offeror's consent to the
terms of the offeree. The additional terms contained in the offeree’s form
are treated as “proposals for addition to the contract.” If the parties are
both merchants, the additional terms become part of the
contract unless:
1. The offer expressly limited acceptance to its own terms.
2. The new terms would materially alter the offer, or
3. The offeror gives notice of objection to the new terms within a
reasonable time after receiving the acceptance.
In such instances, only activity that "recognises the existence of a contract,"
such as an exchange of performance, will result in a contract. However, unlike
her counterpart under traditional contract principles, the offeror who accepts
performance notwithstanding an express refusal or expressly conditional
acceptance is not obligated to all of the terms of the offeree's response.
Instead, the Code stipulates that the conditions of a contract formed as a result
of such performance are those agreed to in the parties' writings, reinforced by
applicable Code gap-filling measures.

Communication of Acceptance

To accept a bilateral contract, offer, the offeree must fulfil the guarantee
specified in the offer. Before an offer is accepted, the offeror must convey the
parameters of his proposal to the offeree. This is because communication is an
important part of the current intent to contract, which is essential to create an
offer. For similar reasons, it is commonly accepted that before a contract may
be formed, an offeree must declare his intent to be bound by the offer. The
offeree must, however, do the specified act in order to accept a unilateral
contract offer. The customary contract law rule on this issue presupposes that
the offeror will hear of the offeree's performance and that, unless the offeror
specifically asks notice, no more notice from the offeree is required to create a
contract.

There are many ways to communicate acceptance. They are-

Communication of Acceptance by express communication
Acceptance should be signified by an act or omission by which has the party
accepting intends to communicate his assent or which has the effect of
communication it. E.g.- the fall of the hammer in the case of an auction sale.
One if the case related to expressed communication is Brogden v Metropolitan
Railway co. In this case the conduct of the agent has implied that offer was
accepted.
Communication of Acceptance by Conduct
Acceptance by conduct can see as an acceptance of terms of offer especially in
the case of general offer. The prominent case law in this aspect is Carlil vs
Carbolic Smoke Ball Co. This rule can be implied from section 8 of Contract Act.
Communication to offeror himself
Acceptance to offer must be communicate by offeror himself. This rule was laid
down Felthouse Vs Bindley. In that case the plaintiff and his nephew did not
have a contract for the horse, according to the court. There had been no
acceptance of the offer; silence did not imply acceptance, and no one can
impose an obligation on another. Any acceptance of an offer must be
expressed in a clear and concise manner. Despite the fact that the nephew
intended to sell the horse to the plaintiff and expressed interest in doing so, no
contract of sale existed. As a result, the nephew's inability to react to the
complainant did not imply that he had accepted the complainant's offer.
Communication by acceptor himself
In landmark case of Powell Vs Lee, it was laid down that rule that acceptance
should be provided from a person who has the legitimate power. In this case
court observed that there should be a notice from acceptor in some way.
Exception
When communication is not necessary
The offeree's action in the direction of the offer is also taken to be complete
communication of acceptance of the offer; this acceptance is referred to as
implied acceptance. In this case communication is not mandatory.
Carlill vs carbolic smoke ball was a seminal case that established this.
The defendant had advertised a remedy called carbolic smoke ball in this
instance. According to the marketing, the drug is a prophylactic medicine for
the influenza virus. It also stated that anyone who contracts influenza after
taking the drug will be given a $100 reward . The sum was also placed with
Alliance Bank in order to receive the prize. Despite taking the medication as
prescribed, the plaintiff contracted influenza. She sought her compensation
from the corporation, but the company denied it, claiming that no
communication of the company's acceptance of the offer had been received.

The court determined that this was a general offer to the general public, and
that this offer became a contract when the plaintiff met the essential
circumstances and the court awarded the plaintiff the appropriate
compensation.
When Is Acceptance Communicated?
Acceptances by Instantaneous Forms of Communication
The means of communication have evolved throughout time as a result of the
introduction of information technology in the twenty-first century, and people
have moved on to new forms of communication such as e-mails, faxes, and
telephones, among others. Initially, offer and acceptance were primarily done
by postal communication, but today, we have a variety of speedier and more
convenient forms of communication, such as emails, which we refer to as
instantaneous modes of communication. In today's world, email is the most
widely used method for commercial contracts. As a result of the change in
communication methods, several questions have been brought before the
courts, such as when a contract is computed and when a contract is
completed, both of which differ from the postal way of communication. The
telephone and telex services are another modality that is widely used and has
been since the 1990s.

The Postal Rule Communication under Section 4 of the Indian Contract Act
The communication of proposals is addressed in Section 4 of the Indian
Contract Act. It states that when it gets to the knowledge of the person to
whom the proposition is made, the communication is complete. When A sends
a letter to B, the proposition communication against A is complete when he
sends the letter into transmission, and it is complete against B when it comes
to his knowledge. When B learns of the offer and decides to take it, he will
compose and mail a letter of acceptance.
Now, this acceptance was completed against B at the moment the letter was
posted, but it was completed against A when he learned about the letter.

One of the most absurd but practical aspects of the postal rule is that if the
offeree's acceptance letter, here B, is delayed, lost, or destroyed during
transmission, the contract will still be in effect because the acceptance has
already entered the picture once the offeree's letter of acceptance was posted.
As a result, even if the offeror, here A, is unaware of the contract's acceptance,
he or she will be bound by the contract's liability.
In the case of Adams v. Lindsell, this feature of the postal rule is abundantly
visible. The defendants in this case sent the plaintiff a letter offering a
particular quantity of wool, and they said in the letter that they were
"expecting your answer in the course of post." The defendants sent this letter
to the plaintiff on September 2nd, 1817, and it arrived on September 5th,
1817. The plaintiff posted his acceptance of the offer on the same day,
September 5th, 1817. On September 9th, 1817, the defendants received the
acceptance letter. The defendants sold the commodities to another person on
September 8, 1817, before the acceptance reached them. The plaintiffs filed a
lawsuit for breach of contract. The contract entered into effect as soon as the
plaintiffs posted the letter of acceptance, according to the court, and the
plaintiffs were held accountable because they sold the products to another
individual. The court rejected the defendants' argument that they were not
bound by the agreement since they had not received the acceptance letter. If
this argument is adopted, the court states that no contract can ever be made
through the mail.
Dunlop v Higgins was a case where the plaintiff, Dunlop, offered to sell a
particular quantity of products to the defendants, Higgins, for a certain price.
The plaintiffs received the letter of offer on January 30th after it was mailed.
The acceptance letter was mailed the same day, but due to terrible weather,
the defendants received it on February 1st instead of January 31st.
The defendants refused to sell their goods, claiming that there was a delay in
acceptance and hence no contract had been formed. The court decided that
the contract was formed as soon as the defendants posted the letter of
acceptance, and that the fact that the acceptance was not disclosed to the
defendants was irrelevant. As a result, the contract enters into force the
moment the offeree posts the letter of acceptance.
When Contract is made through Telex or Telephone
A telex or telephone is a form of communication that is instantaneous. It
indicates that while the parties are making an offer or forming a contract, they
are regarded to be in direct touch with each other, or face to face. As a result,
the postal rule does not apply to instantaneous communications.
The following are the characteristics of instantaneous ways of communication:
When the offeror receives the offeree's acceptance, the contract becomes
binding. The place of contract is the location where the offeror hears the
acceptance.
The following are the characteristics of instantaneous ways of communication:

 When the offeror receives the offeree's acceptance, the contract

becomes binding.
 The place of contract is the location where the offeror hears the
acceptance. When the offeror receives the acceptance, the contract is
formed.
 If the offeror does not hear the acceptance because of a telephone line
problem or the connection goes dead, no contract is established.
Major Judgement related to it –
Entores Ltd. v. Miles Far East Corporation
The plaintiff in London submitted an offer to the defendants in Holland
through telex, and the plaintiff in London received the acceptance. The issue
developed about the location of the contract's formation. The contract was
created, according to the court, in London, where the acceptance was
received. The court also said unequivocally that the postal communication
norm does not apply to instantaneous modes of communication.
Bhagwandas v. Girdharilal and Co
In Bhagwandas v. Girdharilal and Co., the Supreme Court of India took a similar
stance.The Court had made it clear that in case of telephonic conversations the
parties are taken to be in presence of each other and in such conditions the
rule of the contract through posts cannot be applied.

Email as a Mode of Communication Holds Issues

In circumstances of e-mail contractual obligation, a problem can arise.
Someone else may have accessed or hacked one's email account and entered
into the contract. This, however, must be supported by more evidence.
Another concern that arises when getting into a contract by e-mail is the
communication gap that can occur. Given that email is an instantaneous mode
of communication for obvious reasons, and that the Supreme Court has
clarified in Bhagwandas v. Girdharilal and Co. that in instantaneous modes of
communication, the acceptance of the offer must reach the offeror, what if an
email of acceptance is sent to the offeror and it does not reach him at that
time; will that be considered a contract? This is the most important question
that the Indian Contract Act of 1872 has yet to solve.
Conclusion
Finally, under article 2 of our Indian Contract Act 1872, the term "acceptance"
is generally defined (b).” When the person to whom the proposal is made
signifies his assent thereto the proposal is said to be accepted”. There are a
few requirements that must be met in order for acceptance to be valid. For the
goal of making a contract, we have two sorts of modes of communication:
instantaneous modes and non-instantaneous modes. Instantaneous means
include telephone and telex, in which the participants are regarded to be in
direct touch, i.e. face to face. The acceptance must be communicated to the
offeror in such forms of communication in order to constitute a contract. Post
and telegraph are examples of non-instantaneous modalities. The acceptance
does not have to be notified to the offeror in this form.
The contract becomes binding the moment the offeree posts a letter of
acceptance. E-mail, which is regarded an instantaneous means of
communication, is still in its infancy because there are no specific laws
governing e-mail transactions.