. A final and unqualified assent to all the terms of an offer. . The second stage of deciphering whether there has been an agreement. · Requires no particular formula. . Provides intention to be bound by the terms of an offer, which then becomes an agreement. . Must be unequivocal, unconditional and it should match the offer (Mirror-image rule). · Must fit with an offer like 2 pieces of a jigsaw puzzle. . In a bilateral contract, acceptance must be communicated to the offeror. } Must not introduce new terms. Hyde v Wrench (1840) 3 Beav 334- · Defendant offered to sell a farm to Plaintiff for £1,000. . Plaintiff offered to buy the farm for £900. · Defendant rejected that offer. . Plaintiff then wanted to accept the initial offer of £1,000. · Defendant refused to go through with the transaction and Plaintiff sought specific performance. · Held -Plaintiff's offer of £900 was not an acceptance. It was a counter-offer and his final communication was not an acceptance of the original offer but a further offer to buy at £1,000, which the defendant was at liberty to accept or reject. During negotiations, parties may respond to an offer by suggesting different terms. Such a response is not valid as an acceptance because it does not match the offer-it will be a counter-offer. Several offers and counter-offers may be put forward. A counter-offer is a rejection of an offer and destroys it, rendering it incapable of subsequent acceptance. Only the last offer put forward survives and is available for acceptance. In certain situations, it might be difficult to determine whether a communication is a counter-offer or not. Example, Clare offers to sell her car to Jane. Jane calls her to accept and then inquires as to whether she would like the payment in cash or by cheque. Such an inquiry is not a counter-offer because it is not suggesting or introducing new terms but simply clarifying the way the contract will be performed. Stevenson, Jaques & Co v McLean (1880) 5 QBD 346- · Offeror made an offer to sell some iron to offeree for 40 shillings, but did not indicate a delivery time · Offeree (Acceptor) replied stating: Please wire whether you would accept 40 for delivery over two months, or if not, longest time you would give · Offeree subsequently accepted the offer. . Held: The acceptance was valid. The inquiry sought to clarify the position as to delivery of the iron. It was not a counter-offer.
This situation is one in which it becomes vital to determine whether a particular communication is a counter-offer or not. Here, Parties in negotiation exchange standard form contracts (ie standard terms), in which the terms are conflicting. Possible solutions · Prior oral agreement ? First form wins ? Last form wins ? No Contract at all