THE EPISCOPAL UNIVERSITY OF SOUTH SUDAN
(TEU) BISHOP GWNNYE CAMPUS
SCHOOL OF LAW
COURSE: CONTRACT LAW 2
YEAR: SECOND YEAR, SEMESTER 2
LECTURER: MR. JAMUAL MALUAL
DATE OF SUBMISSION: 15/3/2025
QUESTION:
DISCUSS EXPRESS AND IMPLIED ACCEPTANCE OF THE
CONTRACT.
1
INTRODUCTION
In contract law, acceptance is the final step in the formation of a contract. It occurs when the
offeree agrees to the terms of the offer made by the offeror. Acceptance can be either express or
implied, depending on how it is communicated. The context of contract law, "express
acceptance" and "implied acceptance" refer to how parties agree to the terms of a contract, each
having significant implications for the formation and enforceability of the agreement.
In both cases, once acceptance occurs, a contract is formed, and both parties are legally bound by
the terms. The key difference is that express acceptance is a clear, verbal or written
communication, while implied acceptance relies on actions or conduct to show agreement.
EXPRESS ACCEPTANCE:
Express acceptance occurs when the offeree clearly and directly communicates their agreement
to the terms of the offer. This can be done through words, either spoken or written. The key
characteristic of express acceptance is clarity; it explicitly confirms the offeree's willingness to
enter into a contract based on the offeror's terms.
Verbal Agreement: Explicitly stating acceptance during a conversation.
Written Agreement: Signing a contract document or sending a confirmation email or
letter accepting the terms.
In the case of Thornton v Shoe Lane Parking Ltd, express acceptance is demonstrated when Mr.
Thornton used the automatic ticket machine. By placing his car in the garage and obtaining a
parking ticket, he acted in a way that showed he agreed to the terms as represented by the
signage and the ticket itself
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IMPLIED ACCEPTANCE:
Implied acceptance happens when the offeree's actions or conduct indicate their agreement to the
terms of the offer, even without an explicit statement of acceptance. It is inferred from the
circumstances or the behavior of the parties involved, suggesting that the offeree has agreed to
the offer.
Conduct: If one party takes action that only makes sense as acceptance of an offer (for
example, using a service, as Mr. Thornton did by parking his car).
Business Practices: In legal contexts, industry norms can imply acceptance of certain
terms, even if they are not directly communicated.
In Thornton v Shoe Lane Parking, the court had to determine whether Mr. Thornton was bound
by the terms specified after the formation of the contract. Since the ticket and terms were
provided only after he had accepted the contract by parking, the court concluded that he could
not be bound by those late-arriving terms.
IMPORTANT CONCEPTS OF ACCEPTANCE
Timing of Acceptance: A party cannot impose contractual terms after the contract has already
been formed without proper notice to the other party.
Notice of Terms: For terms (especially those that limit liability) to be binding, the party must be
aware of them before the completion of the contract.
KEY POINTS OF DIFFERENCE OF BOTH ACCEPTANCES
Mode of Acceptance: Express is verbal or written, while implied is inferred through actions or
conduct.
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Clarity: Express acceptance is direct and clear, while implied acceptance is more indirect and
based on behavior.
Context: Implied acceptance often applies in situations where it's not practical to have a verbal
or written agreement but where actions clearly demonstrate consent.
Therefore; both forms of acceptance are legally valid, provided they meet the necessary
requirements for contract formation (such as the offer being clear and the acceptance being made
in a reasonable manner).
CONCLUSION
Thornton v. Shoe Lane Parking underscores the distinction between express and implied
acceptance in contract law, emphasizing the importance of clear communication regarding terms
and the necessity for parties to be informed of any conditions or limitations before entering into a
contract. This case is often cited in discussions of contractual liability and the enforceability of
exclusion clauses.
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REFERENCE
Section 14 of the contract law act 2008
Thornton v shoe lane parking (1971) 2WLR 585 (United Kingdom CA)
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MEMBERS OF GROUP 1
S/N NAMES INDEX
1. GODFREY MAIDWA 23-TEU-LLB-19
2. WINNY NENE 23-TEU-LLB-42
3. MARY SIMON 23-TEU-LLB-29
4. EMMANUELLA KEJI 23-TEU-LLB-17
5. MOSES AMOKE 23-TEU-LLB-04
