Acceptance as a Factor in the Formation of the Contract: A Strong Propellant

Acceptance as a Factor in the Formation of the Contract: A Strong Propellant

 

In the contract law context, acceptance is the courtship that turns an offer into a marriage. This state of affairs is most commonly expressed by the analogy: "Acceptance is to offer as a lighted match is to a barrel of gunpowder." But this little comparison represents how explosive acceptance can be, in that what we see is not a seemingly empty vessel, but payment, and with that payment, we start the wheels of the entire contractual machinery. To elaborate on this analogy, one must begin by basic notions of an offer and acceptance in the context of contract law.

Offer and Acceptance in Contract Law:

• Offer: An offer is sometimes known as a proposal because a person making an offer proposes a contract. The significant feature of this definition is the fact that it is the intention of the offeror to be legally bound that makes a contract if the terms on which he offers to be bound are accepted by the offeree.
• Acceptance: Acceptance, on the other hand, is signifying agreement to the offeror's proposal. It must be a definite acceptance, and must conform to the proposal offered, and without variance. This is important, as acceptance serves as mutual assent between the parties to the contract and acts as the beginning of the contract.

The Power of the Yes Explosion:

The simile "Like a lighted match on a train overloaded with gunpowder" is thought-provoking because it underscores that acceptance, when accreted to and accompanied by an offer, leads to the creation of a legally binding agreement, i.e., just like the process of lighting a match causes gunpowder to explode.

• Proposal (Gunpowder): A mere proposal or offer is like a railway carriage containing gunpowder. Although it carries an offer, it is dormant and inert until it is fired into life by an act of acceptance. The offer becomes insignificant and is treated as an invitation to treat if there was no acceptance, then the offer will not have a legal effect.
• Acceptance (Lit Match): Acceptance is what ignites the possibility within the offer. After the proposal is accepted, the tread of the gunpowder is lit, and the contract explodes into being. At this point, the offeror and offeree have agreed to the terms of the agreement, and each agrees to fulfill those legal duties.

Consideration of Legal Result of Acceptance:

• Mutual Consent: Acceptance is done with mutual consent. The offeror proposed, and the offeree accepted. This mutual agreement is one of the basics needed for a contract. Carlill v Carbolic Smoke Ball Co. (1893) provides a good example where acceptance was considered to be effective despite it being communicated through conduct, in that case, using the smoke ball, and not by words.
• Correspondence Rule: Acceptance must correspond exactly with the terms of the offer. If the terms of the offer were altered in any way, the answer was a counter-offer, not acceptance. This principle is illustrated in the case of Hyde v Wrench (1840) where it was held that an acceptance making new terms was a rejection. If the words are not the same, it is a refusal and a new offer.
• Transmission of Acceptance: Acceptance should be transmitted to the offeror. In the case of Entores Ltd v Miles Far East Corporation (1955), the court held that an acceptance of an offer must be communicated to the offeror for a valid contract to be formed. Silence is never acceptance, unless you choose to agree.

The Explosive Power of Yes in Various Contexts:

The simile also highlights just how massive the ramifications of accepting can be. Little more than a matchstick is needed to set off a huge charge of gunpowder, and in a similar vein, the innocuous step of acceptance can and does commit the parties to momentous legal obligations.

• Business Transactions: Acceptance is a common element of business transactions, where goods, services, or other forms of compensation are exchanged. When acceptance occurs, the parties are now obligated to carry through with the promises to which they have agreed. Failure to do so can result in a breach of contract claim.
• Online Contracts: With the proliferation of e-commerce, the concept of acceptance of online contracts has become significant. In even one instance—ProCD, Inc. v. Zeidenberg (1996)—the court sustained a click-wrap agreement under which clicking "I agree" to an online contract is considered the equivalent of acceptance and thus a legally binding contract.

Conclusion:

To conclude, acceptance is a magic factor in contract law, just as a lit match can touch off an explosion. A proposal of itself is a mere invitation to negotiation, and it becomes a contract only when it is accepted by the offeree. The act of acceptance is the spark that creates the contract between the two and turns the proposal into a legally enforceable agreement. Knowledge of what constitutes acceptance and its effects is essential to all people who involve in contractual dealings, for thereby is evident assent and obligatory force manifest.

When you look at the process in metaphorical terms, we can see that acceptance is more than just a ‘formality’ but a powerful switch which can have serious implications in law and in practice.

 

 

 

 

Prepared by-

Nazmul Hasan
Senior Judicial Magistrate

📌 11th Bangladesh Judicial Service (BJS) – Merit Position: 7^th

🎓 Academic Excellence:

§  LL.B. (Hons.) – First Class First | University of Rajshahi

§  LL.M. – First Class | University of Rajshahi

🏅 Honors & Achievements:

• Prime Minister Gold Medalist – 2017
• Agrani Bank Gold Medalist for Academic Excellence – 2023.

 Writer of the e-book named: “Comprehensive Strategy for Excelling in the 18^th Bangladesh Judicial Service Examination”.