Acceptance: This is the expression of willingness

to contract with the intention that it shall become

binding on the person making it. It is the final and
unqualified assent to the terms of an offer. Note
that an offer must be accepted in accordance with
its precise terms. In Crushed Rock Ind Ltd v
Ubua, the court said acceptance of an offer must
be plain, unequivocal, unconditional and without
variance of any sort to the offer. See Felthouse v
Bindley – silence does not constitute acceptance
Invalid types of Acceptance: Counter offer
Ordinarily, an acceptance must correspond with offer.
Where it seeks to qualify or vary the offer, it is not an
acceptance, but a counter-offer. In Hyde v Wrench,
the defendant offered to sell his estate to the plaintiff
for £1,000 but the plaintiff replied that he will pay
£950. The defendant refused to sell and the plaintiff
purported to accept the original offer and when the
defendant refused, plaintiff brought an action for
specific performance. The court said there was no
contract.
In Orient Bank Nig Ltd v Bilante Int. Ltd the
appellant made an offer of a loan and asked the
respondent to sign and return the duplicate letter
but instead the respondent wrote another letter
containing additional terms outside the terms in
the appellant’s letter. The court held that the
respondent’s letter constituted a counter offer.
See also George Innih & Ors v Ferado Agro
& Consortium Ltd, and B.F.I. Group v
Bureau Of Public Enterprises
Conditional Acceptance
An offeree may sometimes do this. The common
practice is to incorporate terms like “subject to
contract” or “provisional”. This divests the
agreement of any legal effect. The effect is that
the parties do not intend to be bound until the
execution of a formal contract. See the cases of
Obaseki v A.C.B., Maja Junior v U.A.C. and
Tsokwa Oil Co v Bank of the North for the
effect of terms like “Subject to Contract”.
Cross offer: This takes place when two persons
make identical offers to each other and neither
party knows of the others offer when making his
own. The crossing of two similar offers does not
amount to an acceptance. In Tinn v Hoffman,
plaintiff offered to buy the defendants iron while
defendant also made a similar offer to the plaintiff.
Both crossed in post. When defendant refused to
sell and plaintiff brought action, the court held that
there were two identical offers but no contract.
Acceptance in ignorance of offer: An act which is a
mere coincidence with the requirements in an offer
does not qualify to be an acceptance if the person
doing the act did not know of the offer. Thus in Fitch
v Snedaker, the court held that a reward would not
accrue to one who had no knowledge of the offer.
But one who knows of the offer and does the act
required for acceptance is entitled to rights flowing
from the contract notwithstanding the motive or
intention of accepting the offer.
Communication of Acceptance: The acceptance of
an offer has no effect unless and until it is
communicated to the offeror. Thus, silence does
not constitute acceptance and intention to accept
does not constitute acceptance. In Best’s Case, a
resolution to accept an application for shares was
not communicated, the acceptance was held
invalid. Where the mode of acceptance is not
prescribed, the mode of acceptance will depend on
the offer and the surrounding circumstances.
Exceptions to the rule of communication:
1. Waiver – the requirement of communication
can be expressly or impliedly waived. This is
common in unilateral contracts where the
offeree is to perform his side of the bargain
without informing the offeror. See Carlill v
Carbolic Smoke Ball co where the offeree did
not have to accept the offer by writing because
the performance of an act was indicated in the
advertisement
2. Acceptance by post – an acceptance of offer
made by post is effective from the moment the
letter of acceptance is posted. In Adams v Lindsell,
the defendants’ offer letter written on 2 nd September
reached the plaintiff on 5th and the plaintiff accepted
and posted the same day. It got to the defendants by
9th, whereas the defendants expected a reply by the
7th. Having not received by the 7th, they sold to
another. Court held the contract came into existence
on the 5th when plaintiff posted acceptance.
See the cases of Household Fire Insurance Co v
Grant and Bank of the North Ltd v Oniyo. In the
latter, the court said “Once a letter of acceptance is
put in the post, it is presumed to have reached its
destination. It does not matter in fact whether the
letter reached its destination or not”. On the
contrary, see also the case of Rhode Island Tool Co
v U.S. where after the acceptance was posted but
before it was received, the plaintiff’s telegram
withdrawing the offer was held effective.
Exceptions to the Rule:
1. If the offeror indicated that acceptance must
reach him. Holwell Securities Ltd v Hughes
2. Where posted acceptance does not comply
with postal regulations. See Re London &
Northern Bank, Ex parte Jones where
improper posting of acceptance letter vitiated
the effective time of acceptance.
3. Where application would produce manifest
absurdity or inconvenience. Holwell v Hughes
Termination of Offer. (This may happen in 5 ways)
1. Revocation: An offeror can revoke or withdraw
his offer at any time before it is accepted. Once an
offer is accepted, it cannot be revoked. An offer
may be made open for a specified period and the
offeror may be able to withdraw his offer before
the time expires. See Routledge v Grant. Where
offeree gives consideration for the promise, offeror
is bound to keep offer opened until the expiration
of the agreed period. Mountford v Scott
For revocation to be valid, it must be
communicated to the offeree either expressly or
by conduct. There must be evidence of clear
indication to revoke. Note that a revocation sent
by post is only effective when it actually reaches
the offeree. While acceptance is effective once
posted, revocation is effective from moment of
delivery. It is immaterial whether the letter is
opened or not. See the case of Bayo Kuku v
Permaroof Contractors Ltd
2. Rejection: This terminates and brings the offer to
an end. For this to be effective, it must be
communicated to the offeror, until then, the offer is
still valid.
3. Lapse of time: when an offeror incorporates time
limit in an offer, it becomes a term of the contract
and where the offer is not accepted within the time
limit, it will lapse. Where no time is given, the law
expects the offer to be accepted within reasonable
time. This depends on the subject matter.
4.Death of Offeror: The effect and consequence of
this will depend on whether the offeree is aware of
the death and the nature of the offer. Where the
offeree is aware, the offer cannot be accepted. But
where he is not, acceptance will be valid if the
contract is such that can be performed by the
offeror’s personal representatives. If the offer is
personal to the offeror, then it comes to an end with
his death. But if others can perform it, then it can be
accepted. See Bradbury v Morgan
5. Death of Offeree: At law, it is only the
person to whom an offer is made that is
capable of enforcing it. Thus the death of an
offeree before acceptance brings an offer to an
end. However, if the offeree accepts the offer
before his death, there may be a valid
acceptance depending on the nature of the
contract. In such cases, the rules relating to the
death of an offeror will also apply.