ACCEPTANCE What is 'Acceptance'? 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 fit with an offer like 2 pieces of a jigsaw puzzle. Characteristics of Acceptance Must be unequivocal, unconditional and match the offer exactly (Mirror-image rule). ? But note Pars Technology v City Link Transport Holdings Ltd [1999] EWCA Civ 1822- Defendant offered to pay £13,500 plus a refund of carriage charges of £7.55 plus vat. Claimant responded to the offer in a letter stating that the defendant's offer to pay £13,507.55 plus vat was accepted. Defendant claimed it was not a valid acceptance. C of A held that the claimant was merely restating the offer in a different way. ? The courts will not necessarily require exact precision, if it is evidently clear that the parties were in agreement. A Characteristics Contd. > 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. It was held that Plaintiff's offer of £900 was not an acceptance but 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. > Counter-Offer 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. Request for Information In certain situations, it might be difficult to determine whether a communication is a counter-offer or not. Example, A offers to sell his car to B and B calls him to clarify whether he 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- Plaintiff sought to clarify the position as to delivery of the iron which the Defendant offered to sell and it was in form of an inquiry. 'Battle of the Forms' This situation is one in which it becomes vital to determine whether a particular communication is a counter-offer or not. Here, Parties exchange standard term contracts, in which the terms are conflicting. Possible solutions · Prior oral agreement First form wins ? Last