MEANING OF ACCEPTANCE
Acceptance occurs when an individual to whom a proposal is directed indicates their agreement to it. The individual making the offer is considered to have received acceptance once the agreement has been communicated. This agreement can be either explicit or implicit. It is explicit when conveyed in a clear manner, whether through written communication, spoken words, or by the execution of a specific action.
For instance, if A offers a reward of Rs. 50 for the return of his dog and B retrieves the dog, B has accepted the offer. However, if B discovers the dog without prior knowledge of the offer, he is not eligible for the reward, as acceptance is determined by the action taken in response to the offer.
ESSENTIAL ELEMENTS OF VALID ACCEPTANCE
Several legal principles govern the effectiveness of acceptance, which is crucial for the establishment of a valid contract. These principles promote clarity and mutual consent between the parties involved. They include the following:
Acceptance Must Be Unconditional and Complete:
For acceptance to be deemed valid, it must be unconditional and without any modifications. This stipulates that the acceptor consents to all terms of the offer precisely as presented by the offeror. Any alteration or attempt to change the terms would not qualify as valid acceptance but would instead be regarded as a counter-offer. For instance, if A proposes to sell his car to B for Rs. 5,00,000, and B replies that he will buy the car for Rs. 4,50,000, this reply does not signify acceptance but rather a counter-offer, as the original offer has not been fully accepted.
Acceptance Must Be Communicated to the Offeror:
The mere internal agreement of the offeree to the offer does not constitute acceptance. For acceptance to be legally binding, it must be communicated to the offeror. This entails that the offeree must convey their agreement in a manner that the offeror can recognize, whether through verbal communication, written correspondence, or actions. The law mandates this communication to ensure that both parties are informed of the acceptance and can proceed accordingly.
Acceptance Can Be Either Express or Implied:
Acceptance may be articulated explicitly through spoken or written language, or it may be inferred from the offeree’s behavior. Implied acceptance occurs when the actions of the offeree clearly demonstrate their agreement to the terms of the offer. Regardless of whether acceptance is express or implied, it must be effectively communicated to the offeror to create a binding contract.
Acceptance Must Conform to the Specified Method:
When an offeror delineates a specific method or mode for acceptance, the offeree is obligated to adhere to that prescribed method. For example, if the offeror stipulates that acceptance must be in writing, the offeree is required to provide a written response. In the absence of a specified method, acceptance should be communicated through a reasonable and customary means appropriate to the situation, ensuring that the offeror receives and comprehends the acceptance.
Acceptance Must Occur Within the Designated Time Frame:
Should the offer indicate a specific time frame for acceptance, the offeree is required to respond within that designated period. If no time limit is provided, acceptance must take place within a reasonable duration. The determination of what constitutes a reasonable time is contingent upon the nature of the offer, the surrounding circumstances, and the mode of communication employed.
Acceptance Must Directly Address the Offer:
Acceptance must serve as a direct reply to the offer presented. It cannot occur prior to the offer being made, and there can be no acceptance in the absence of an initial offer. For instance, if an individual applies for shares in a company, the acceptance (or allotment) can only take place if there has been an offer from the company, such as an invitation to submit applications for shares.
Acceptance Must Be Executed Before the Offer Expires or Is Revoked:
An offer is not open indefinitely. Acceptance must be executed prior to the offer expiring due to the passage of the specified time limit, revocation, or withdrawal by the offeror. Once the offer ceases to be valid, there is no opportunity for acceptance, and any subsequent attempt to accept would not result in a binding contract.
Hence, Acceptance plays a vital role in establishing a valid contract. It represents the offeree’s consent to the terms outlined in the offer, thus forming a binding agreement. For acceptance to be deemed valid, it must be unequivocal, unconditional, and communicated to the offeror. It should adhere to any specified method and be conveyed within the designated timeframe or a reasonable duration.
Acceptance must occur in response to an offer and cannot take place prior to it. Furthermore, acceptance can only be made by the individual to whom the offer is directed, with the exception of a general offer, which can be accepted by any member of the public. These stipulations promote clarity and mutual agreement in the formation of contracts, reinforcing the principles of Nepalese Contract Law.
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