In contract law, acceptance is when the offeree of the contract agrees to be mutually bound to the terms of the offer without modification.
An acceptance can also be defined as a manifestation of assent to the terms of the offer made by the offeree in the manner invited or required by the offeror.
Acceptance is the final expression of assent to the terms of as offer. By this, the offeree indicates his readiness to be bound by terms of the offer without changing or qualifying them. It is at the point of acceptance that a contract comes into existence.
As we all know, an offer is defined as a definite undertaking or promise made by one party with the intention that it shall become binding on the party making it as soon as it is accepted by the party to whom it is addressed.
It is that “acceptance” by the latter that we are presently concerned with. Acceptance may be defined as a final and unqualified expression of assent to the terms of the offer. What constitutes the acceptance of an offer was given a comprehensive definition by Tobi, J.C.A., in Orient Bank (Nig) Plc. V. Bilante International Ltd (1997) 8 NWLR (pt. 515)P.37, as follows:
“an acceptance of an offer is the reciprocal act or action of the offeree to the offer in which he indicates his agreement to the terms of the offer as conveyed to him by the offeror.
Putting it in another language, acceptance is the act of compliance on the part of the offeree with the terms of the offer. It is the element of acceptance, which underscores the bilateral nature of a contract”.
The learned Justice of the appeal Court went on to name the various ways in which acceptance may be manifested, namely:
- By the conduct of the parties;
- By their words; or
- By documents passing between them.
But acceptance by conduct would amount to proper acceptance only if it was clear that the offeree did the act with the intention of accepting the offer. Thus, as we shall see below, an offer will not be capable of acceptance if the person accepting was ignorant of the offer in the first place.
There must be positive evidence from which the court can infer acceptance. It must not be subjective in nature. In other words, the person accepting must indicate it either by words in writing or by conduct.
For an acceptance to be valid, there must be an external manifestation of assent, some words spoken or act done by the offeree or his authorized agent which the law can regard as the communication of the acceptance for the offeree to the offeror. Thus, acceptance must be notified to the offeror. Mental or “internal” acceptance is not enough. A mere intention to accept or silence cannot constitute an acceptance.
Thus, in Felthouse V. Bindley (1862) 7 L.T. 835; 142 E. R. 1037,
Facts of the case:
The Plaintiff made a written offer to buy his nephew’s horse for £30 15shillings, adding that if he did not receive a reply from the nephew he would assume that his nephew had accepted the offer.
The nephew intended to accept but took no other action to demonstrate this except to request an auctioneer of his farm property to reserve the horse in question during the auction. The auctioneer forgot to carry out this instruction and auctioned the horse along with the other lots.
The plaintiff brought an action for conversion against the auctioneer in the English Court in England. Success in this action depended on whether the nephew had validly accepted the plaintiff’s offer, in which case the horse already belonged to him at the time of the auction.
Dismissing the suit, the court held that at the time the horse was sold, there had been no valid acceptance by the nephew to the plaintiff’s offer. Though the nephew “in his own mind” intended his uncle to have the horse, he had not communicated his intention to his uncle nor done anything to bind himself.
Thus, in this case, the nephew’s subjective intention and more specifically his silence, did not constitute acceptance.
The explanation for this rule was given by Achike, J.C.A., (as he then was), in Orient Bank V. Bilante Intl. as follows.
“…the reason for this stipulation is that if acceptance were to be based on silence or mental assent, then its ascertainment is bound to be illusory and at best, a guess work, unless the judge was a super human who would be bound to unfold the innermost recesses of the heart of the party making the mental assent. That obviously is an invidious exercise; consequently, mental assent is inoperative.
This celebrated case also demonstrates the trite rule that, to be effective, acceptance must be communicated.