“Since the notification is for the benefit of the offer and he may expressly or impliedly waive this requirement and agree that an uncommunicated acceptance will suffice”. Explain the above statement. Give leading cases in support of your answer.

Question:  “Since the notification is for the benefit of the offer and he may expressly or impliedly waive this requirement and agree that an uncommunicated acceptance will suffice”. Explain the above statement. Give leading cases in support of your answer. [BJS 1984]

Find the answer to the mains question of the Law of Contract only on Legal Bites. [“Since the notification is for the benefit of the offer and he may expressly or impliedly waive this requirement and agree that an uncommunicated acceptance will suffice”. Explain the above statement. Give leading cases in support of your answer.]

Answer

An acceptance must be expressed in some usual and reasonable manner unless the proposal prescribes the manner in which it is to be accepted. In Anson’s Law of Contract, it has been stated that Acceptance means in general communicated acceptance. The learned Author says at page 44:

“We have seen that the acceptance of an offer requires more than a tacit formation of intention. There must be some overt act or speech to give evidence of that intention. But English law stipulates in addition that acceptance is not complete unless and until it is communicated to the offeror."

In the words of Lindley LJ:

'Unquestionably, as a general proposition when an offer is made, it is necessary in order to make a binding contract, not only that it should be accepted, but that the acceptance should be notified.'

Since, however, notification is for the benefit of the offeror, he may expressly or impliedly waive this requirement and agree that an uncommunicated acceptance will suffice. Thus, acceptance may in circumstances be held to have been made even though it has not yet come to the notice of the offeror. In such a case, two things are necessary. There must be an express or implied intimation from the offeror that a particular mode of acceptance will suffice. And some overt act must be done by the offeree which is evidence of an intention to accept, and which conforms to the mode of acceptance indicated by the offeror. These requirements may be summed up in the proposition that an offer is accepted when acceptance is made in a manner prescribed or indicated by the offeror.

In contract law, acceptance is one of the essential elements for the formation of a contract. Generally, acceptance occurs when an offeree (the person receiving the offer) communicates their agreement to the terms of the offer to the offeror (the person making the offer). This communication ensures that both parties are aware of and agree to the terms of the contract.

However, the statement suggests that the requirement of communication can be waived by the offeree, either expressly (through explicit agreement) or impliedly (through conduct or circumstances). In other words, the offeree may agree that an uncommunicated acceptance will still be valid and sufficient to form a contract.

To support this idea, there have been several leading cases that have recognized the possibility of waiving the communication requirement:

Felthouse v. Bindley, [1862] EWHC CP J35: In this case, an uncle offered to buy his nephew's horse, and the nephew remained silent instead of expressly rejecting the offer. The court held that silence does not constitute acceptance unless there is a prior agreement or course of dealing between the parties where silence is considered acceptance.

Carlill v. Carbolic Smoke Ball Company, [1892] EWCA Civ 1: In this case, the Carbolic Smoke Ball Company made an offer through a newspaper advertisement promising a reward to anyone who contracted influenza after using their product. The court held that the act of using the product constituted acceptance, even though there was no direct communication between the parties.

Brogden v. Metropolitan Railway Company, (1877) 2 AppCas 666: In this case, the parties were negotiating a contract, and the Metropolitan Railway Company sent a draft agreement to Brogden. Brogden made some modifications, signed the document, and started performing the contract without communicating the modifications to the company. The court held that Brogden's conduct amounted to acceptance, even though there was no express communication of acceptance.

These cases demonstrate situations where acceptance can be implied through the conduct or actions of the offeree, without requiring explicit communication.