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Unit 2: Offer and Acceptance

2.1 Proposal (or Offer) and Acceptance [Ss. 3-9] Notes

Offer is not only one of the essential elements of a contract but it is the basic building block also.
An offer is synonymous with proposal. The offeror or proposer expresses his willingness “to do”
or “not to do” (i.e., abstain from doing) something with a view to obtain acceptance of the other
party to such act or abstinence [s.2 (a)]. Thus, there may be ‘positive’ or ‘negative’ acts which the
offeror is willing to do.

Examples:
(i) Anna offers to sell her a book to Begum. Anna is making an offer to do something, i.e., to
sell her a book. It is a positive act on the part of the offeror.

(ii) Amin offers not to file a suit against Bedi, if the latter pays Amin the amount of ` 10,000
outstanding. Here the act of Amin is a negative one i.e. he is offering to abstain from fi ling
a suit.
An offer is made with a view to obtaining the assent of the offeree to the proposed act or
abstinence.

Examples:
(i) Anna is making an offer to sell a book with a view to obtaining the assent of Begum.
(ii) Amin is making an offer to Bedi with a view to obtaining Bedi’s assent thereto.

2.2 Modes of making an Offer

An offer can be made by any act or omission of party proposing by which he intends to
communicate such proposal or which has the effect of communicating it to the other (s.3). An

offer can be either express or implied, and specific or general.
Express offer. It means an offer made by words (whether written or oral). The written offer can be
made by letters, telegrams, telex messages, advertisements, etc. The oral offer can be made either
in person or over telephone.
Implied offer. It is an offer made by conduct. It is made by positive acts or signs so that the person
acting or making signs means to say or convey something. However, silence of a party can, in no
case, amounts to offer by conduct.
Offer by abstinence. An offer can also be made by a party by omission to do something. This
includes such conduct or forbearance on one’s part that the other person takes it as his willingness
or assent.
Specific and general offers. An offer can be made either to (i) A definite person or a group of

persons, or to (ii) the public at large. An offer made either to a definite person or a group of

persons is a specific offer. The specific offer can be accepted by that person to whom it has been

made. Thus, if a real estate company offers to sell a flat to Amar at a certain price, then it is only
Amar who can accept it. The offer made to the public at large is a general offer. A general offer
may be accepted by any one by complying with the terms of the offer. The celebrated case of
Carlill v Carbolic Smoke Ball Co. (1813) 1 Q.B.256 is an excellent example of a general offer.
Example: A Patent Medicine company advertised that it would give a reward of £100
to anyone who contacted influenza after using smoke balls of the company for a certain period

according to the printed directions. Mrs. Carlill purchased the advertised smoke ball and contacted

influenza inspite of using the same according to the printed directions. She claimed the reward

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