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ACCEPTANCEDefinitiona final expression of assent to the terms of a proposal.An unconditional assent, communicated by the offeree to the offeror, to all terms of the offer, made with the intention of accepting.The exercise of the power by the person to whom the offer has been made, to enter into a contract by manifesting assent in return. (Visu) S. 2 (b) CA when the person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted: a proposal, when accepted, becomes a promise.Relevant provisionsS 3 : the communication of proposals, the acceptance of proposals, and the revocation of proposals and acceptances, respectively, are deemed to be made by any act or omission of the party proposing, accepting, or revoking, by which he intends to communicate the proposal, acceptance, or revocation, or which has the effect of communicating it.S 4 Communication, when complete(2) the communication of an acceptance is complete-(a) as against the proposer, when it is put in the course of transmission to him, so as to be out of the power of the acceptor; and(b) as against the acceptor, when it comes to the knowledge of the proposerS 5 & 7S 5 (2) an acceptance may be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwardsS 7 In order to convert a proposal into a promise the acceptance must-(a) be absolute and unqualified(b) be expressed in some usual and reasonable manner, unless the proposal prescribes the manner in which, the proposer may, within a reasonable time after the acceptance is communicated to him, insist that his proposal shall be accepted in the prescribed manner, and not otherwise; but if he fails to do so, he accepts the acceptance. s 8S 8 : performance of the conditions of a proposal, or the acceptance of any consideration for a reciprocal promise which may be offered with a proposal, is an acceptance of the proposal.S 9: so far as the proposal or acceptance of any promise is made in words, the promise is said to be express. So far as the proposal or acceptance is made otherwise than in words, the promise is said to be implied.Requisites of a Valid AcceptanceS. 7(a) CA must be absolute & unqualified.

i.e. must correspond with the exact terms proposed by the offeror in his offer.

the mirror image ruleThe mirror image rulea contract is only formed when the acceptance matches the offer exactlyabsolute acceptance requirement states that an offer must be accepted exactly with no modifications. The offeror is the master of one's own offer. An attempt to accept the offer on different terms instead creates a counter-offer, and this constitutes a rejection of the original offer.An unconditional acceptance of a tender forms a contract & binds both parties.Case : Cheng Keng Hong v Government of the Federation of Malaya [1966]Government issued a notice inviting tenders for the erection and completion of a school.The applicant tendered for the work and his tender was accepted. A contract was entered into between the applicant and the Government.There was discrepancy between the specification and the drawings at the time of tendering but put in an unqualified tender in the expectation that the applicant would be paid extra for the electrical work shown in the drawings but not mentioned in the specification; After acceptance of his tender he wrote to the Chief Architect (Govt) drawing the above attention to the discrepancy and he received a letter in reply, agreeing to pay extra for electrical fittings shown on the drawings but not mentioned in the specification. The law with regard to acceptance of a tender is perfectly clear. The unconditional acceptance of a tender by the employer binds both parties, and a contract is thereby formed, the terms of which are ascertainable from the invitation to tender, the tender, the acceptance, and any other relevant documents.. In the instant case the contract documents mean all documents forming the tender and acceptance together with the documents referred to therein, that is the drawings mentioned and annexed to the form of tender, the summary of tender including the tender table documents, the conditions of contract, the specification, schedule of rates and drawings, "and all these documents taken together shall be deemed to form the contract and shall be complementary to one another". Q : What if an acceptance is not absolute? the acceptance could only amount to a counter-offer which kills the offer.

Cases Hyde v Wrench (1840)Malayan Flour Mills Bhd v Saw Eng CheeJones v Daniel [1894]A offered 1,450 for a property belonging to B. In accepting the offer B enclosed with the letter of acceptance a contract for the signature of A. This document contained various terms as to payment of deposit, date of completion, and requirement of title which had never been suggested in the offer.Case : Hyde v Wrench (1840)6 June W offered to sell his estate to H for 1000; H offered 95027 June W rejected H's offer29 June H offered 1000.W refused to sell and H sued for breach of contract.Held :plaintiff made an offer of his own of 950, and thereby rejected the offer previously made by the defendant. It was not afterwards competent for the plaintiff to revive the proposal of the defendant, by tendering an acceptance of it; and that, therefore, there existed no obligation of any sort between the parties.

Case : Malayan Flour Mills Bhd v Saw Eng Chee & Anor [2001]S&P of landResp co-proprietors/vendorsAppellant purchaser

Offer via telex from resp to app.Re-negotiations, another draft of letter of offer was prepared [but not produced in court]. Resp did not accept as they need time to reconsider.Held There was no contract; B had not accepted As offer but made a counter-offer of his own, which was never accepted by A.CA: no concluded agreement because the telex offer was nothing more than an invitation to treat in view of the conditions imposed, and that the app had failed to fulfill the conditions imposed in the telex offerAcceptance by act or omissionQ : Is it possible to accept by an act/conduct?Y : Yes

An offer may invite acceptance by an act or conduct. In such a situation, the requirement that the acceptance must be communicated to the offeror may be waived.S. 3 CAS.8 CACases : CarlillsDaulia Ltd v Four Millbank Nominees [1978]Errington v Errington & Woods [1952]Asia Corporation Ltd v ST Ramakrishnan & Lim Kean Seng [1949] - consignment of betel-nuts Asia Corporation Ltd v ST Ramakrishnan and Lim Kean Seng [1949] MLJ 206An order for goods sent to a supplier is an offer to purchase. The sending of the goods by the supplier to the person who made the order is an acceptance of the offer.The res co is in Penang, the app is in Negapatam, India.In response to some correspondence between them, in Dec 1947, the res shipped a consignment of betel nuts to the app.App refused to accept them when the consignment arrived at NegepatnamRes filed for breach of contract and dif in priceWillan CJthe two telegrams constitute an order for goods by the app and this was an offer by them to purchase specific goods from the res. They specifically asked in both telegrams that goods be shippedthe act of the shipping constituted an acceptance by the res of the offer made by the appellantsBy omissionTheres no case law to directly illustrate this.

Failure to reply may or may not amount to consent.

MANNER OF ACCEPTANCES.3 & 7(b) CA

Prescribed manner of acceptance must be followed;If not prescribed the usual/reasonable manner of acceptance.Common law:An acceptance communicated by any other mode which is no less advantageous will conclude a contract.E.g : an acceptance requested by return of post may be made by telegram or by verbal message.Case : Tinn v Hoffman & Co (1873)It was said that if the offeree was requested to reply by return of post, then any method which would arrive no later than return of post would do, e.g. by telegram or by verbal message.COMMUNICATION OF ACCEPTANCE

S.3 CAAcceptance must be communicated by the offeree or any person authorised by him.Case : Powell v Lee (1809)Powell having applied for the position of headmaster, was told by one of the school board members that he had been successful in his application. The board however changed its mind and appointed another to the position.

Issue: Was there a contract between Powell and the school board? Held: The passing of information by one of the board members to Powell that he was the successful applicant did not amount to the acceptance of an offer either by the offeree or its authorised agent. The individual board members had acted prematurely and without authority. Thus there was no acceptance by the board of Powell's 'offer' and therefore no contract formed. Communication of acceptance :

instantaneous means postal acceptance rule email/e-commerce(1) Acceptance by instantaneous means of communication immediate communication of acceptance, akin to the face-to-face communication.

General rule : an acceptance is communicated when it is actually brought to the notice of the proposer.E.g of instantaneous means : telephone, telex , facsimiles.Completion of comunicationcommunication is complete when and where it is received.

Case : Entores Ltd v Miles Far East Corp. [1955]an offer was sent by telex from London.an acceptance was sent by telex from Amsterdam to London.the telex service is an instantaneous means of communication. It enables a message to be dispatched by a teleprinter operated like a typewriter in one country and almost instantaneously received and typed in another.plaintiff wished to claim damages against the defendant for breach of contract and wished to start an action in London.this it could do if the contract was made in England.Q : When acceptance was completed and where the contract was made?Held : communication of acceptance was completed in London where the proposer received it. Hence the contract was made in London ie at the place where the acceptance was received.Case : Brinkibon Ltd v Stahag Stahl [1982]HOL confirmed the rule in Entores.Buyers had communicated their acceptance by sending a telex from London to the sellers in Vienna.later the buyers issued a writ in London claiming damages for breach of contract.Held : the contract was made in Vienna where acceptance was received and set aside the writ of service for want of jurisdiction.court observed that the rule however would not cover all the many variations that may occur with telex messages.Bhagwandas Goverdhandas Kedia v M/s Girdharlal Parshottamdas and Co and Ors AIR 1966The nature of conversation by telephone is instantaneous communication of speech. The postal rule, which is an exception to the rule imposed on grounds of commercial expediency, is not applicable. Bhagwandas22 July 1959: the P (at Ahmedabad) and the def 9at Khamgaon) entered into an oral contract by telephone to supply cotton seed cake.P allegd that the def failed to supply as agreed.Where does the cause of action arise?Trial judge: P made the offer at Ahmadebad and acceptance at Khamgoan) thus the contract is made where the acceptance is intimated to the offeror i.e. AhmadebadEndorsed at the Supreme Court.(2) Acceptance by Post : The Postal Rulepostal rule is an exception to the general rule that acceptance must actually be communicated to the offeror.The rule is that : where acceptance by post has been requested/prescribed as a means of communication or where it is an appropriate and reasonable means of communication between the parties, then acceptance is complete immediately once the letter of acceptance is posted; even if the letter is delayed, destroyed or lost in the post so that it never reaches the offeror.Postal rule under CA 1950 S.4(2)(a) &(b) : provides for the communication of acceptance where there is a gap of time between the communication of acceptance by the acceptor and the receiving of that communication by the proposer.this includes communication by post & telegraph S.4(2)(a) as against the proposer

S.4(2)(b) as against the acceptor2 legal effects when acceptor posts the letter of acceptance :communication of acceptance is complete as against the proposeras a result, the proposer cannot revoke his proposal, as acceptance is now complete as against him.=>the acceptor is in advantageous position : Illustration to S. 5Why? It appears that the acceptor has the best of both worlds.

he can post the letter of acceptance and thus stop the proposer from withdrawing or revoking his proposal,

he may in the meantime, withdraw or revoke the acceptance by using a speedier means of communication before the letter of acceptance reaches the proposerCase : Adams v Lindsell (1818)defendant (offeror) wrote to the plaintiff proposing to sell wool on certain terms.defendant misdirected the letter and it reached the plaintiff later than usual.not receiving a reply, the defendant sold the wool to a third party.plaintiff, upon receiving the proposal letter, immediately posted acceptance.Held : the acceptance was complete upon posting, and there was a valid contract between the parties.Case : Ignatius v Bell (1913)the defendant, Bell, gave an option to the plaintiff to purchase a piece of land on the condition that the option must be exercised on or before 20 Aug 1912 by a notice in writing.plaintiff exercised the option by posting a letter on 16 Aug.defendant only received the letter on 25 Aug.plaintiff sued defendant for specific performance.Held : the parties had contemplated the use of the post as a means of communication. The acceptance was complete as against the proposer, Bell, when it was put in the course of transmission to plaintiff ie on 16 Aug.Household Fire & Carriage Accident Insurance Co. v. Grant (1879) This case was one of the first to establish the postal rule. For contracts formed by correspondence through the post, the judge said that the "post office (is) the agent of both parties. If the post office be such common agent, then it seems to me to follow that, as soon as the letter of acceptance is delivered to the post office, the contract is made complete and final and absolutely binding as if the acceptor had put his letter into the hands of a messenger sent by the offerer himself as his agent to deliver the offer and receive the acceptance." Henthorn v Fraser [1892]7 July, 1891: Def. handed plaintiff a letter (inLiverpool) offering to sell property to him for750 Pounds.Plaintiff resided in Birkenhead. He took awaywith him to that town the letter of offer.8 July, 1891: plaintiffs solicitor posted a letter of acceptance (on behalf of plaintiff) in Birkenhead at 3:50 p.m.

Letter not received at defs office until 8:30P.M., well after def.s office had closed at6:00P.M.On same day, def. addressed a letter to plaintiff revoking the offer. This letter was posted in Liverpool between 12 and 1:00 P.M. and was received in Birkenhead at 5:30 P.M.

Letter of revocation was thus received by plaintiff after his letter of acceptance was posted BUT before plaintiffs letter of acceptance reached def.8 July: def. sold property to a third party for 760 pounds.Defendant contended that acceptance wascomplete only when they received plaintiffsletter and not when the letter was posted.

Defendant also argued that the postal rule is inapplicable in this case because the letter containing the offer was not posted to the plaintiff but rather handed to him at the defendants office in Liverpool.

HELD:Where an offer has been made through themedium of the post, the contract is complete assoon as the acceptance of the offer is posted.An authority to accept by post must be implied given the circumstances of the present case.

Although plaintiff received the letter of offer at the Defs office in Liverpool, he resided inanother town, and it must have been incontemplation that he would take the offer tohis place of residence and the Def. must haveknown that if he accepted the offer, plaintiffwould communicate his acceptance by post.

Case : Lee Seng Heng v The Guardian Assurance Co Ltd [1932]the main issue was whether the post was properly used as a means of communication by the insurance company to terminate the plaintiffs fire policy.The court held that in the circumstances of the parties, it was ordinary for them to communicate by post, and they have been exchanging 34 letters by post.the parties in this case had contemplated that post might be used as a means of communicating on all subjects connected with the contract An offeror can specifically exclude the postal rule by expressly stipulating that acceptance of the offer must be received by me. ie actual notification is required.In such a case, acceptance takes effect uponactual receipt of the letter / notification ofacceptance.

Case : Holwell Securities Ltd v Hughes [1974]Hughes, in an agreement dated 19 Oct 1971 granted Holwell an option to purchase premises. The agreement said that the option could be exercised by notice in writing addressed to the vendor at any time within 6 months from that date. It was accepted that Holwell posted a letter to Hughes on 14 April 1972 but this was not received. Holwell sought specific performance. notice in writing to the vendor meant that he was to be fixed with this information - but he never was because it never got to him. It was argued that the parties must have contemplated the use of the post, and this is enough to bring in Henthorn. But that rule does not apply where the express terms of the offer specify that acceptance must reach the offeror. Also, the rule does not apply if it would lead to manifest absurdity or inconvenience. This means that having regard to all the circumstances, including the subject matter being considered, the rule does not apply where the parties cannot have intended that there should be a binding agreement until the acceptance has been communicated to the other.Q : When is a letter posted?A letter is posted when it is in the control of the Post Office, or of one of its employees authorised to receive letters : handing a letter to a postman authorised to deliver letters is not posting.

Case : Re London & Northern Bank [1900](3) Acceptance by email/e-commerce no case which has addressed the question of whether the general rule applies to contract made over the internet.

there are arguments in favour of both the general rule and the postal rule applying to acceptance of offers in an electronic contract.2 views :1] if the postal acceptance rules were applied to email contracts by analogy with ordinary snail mail, an email contract would be formed when the acceptor sent an acceptance by pushing the send button on his/her computer.2] if the general rule applies, the contract will be formed when the offeror actually receives the acceptance via email.Arguments supporting first view* emails are more similar to the postal system because they are forwarded a number of times in the network before they are forwarded to the recipient.*possibilities of delay or even loss of messages. Email may be delayed by half a day, a full day, or even a few weeks if something has gone very wrongArguments supporting second view

even though emails are sometimes more delay than telephone, but users normally are aware that communication has failed (eg. returned or bounced email)there is no identifiable third party to whom communicator is entrusted. So postal rule should not be applied.email is almost instantaneous; in terms of speed of transmission, email generally equates fax, telex & telephone, which are all not covered by the postal rule.Electronic Commerce Act 2006Section 20. Time of dispatch

Unless otherwise agreed between the originator and the addressee, an electronic message is deemed sent when it enters an information processing system outside the control of the originator.

Electronic Commerce Act 2006Section 21. Time of receiptUnless otherwise agreed between the originator and the addressee, an electronic message is deemed received(a) where the addressee has designated an information processing system for the purpose of receiving electronic messages, when the electronic message enters the designated information processing system; or(b) where the addressee has not designated an information processing system for the purpose of receiving electronic messages, when the electronic message comes to the knowledge of the addressee.

Electronic Commerce Act 2006Section 23. Place of receiptUnless otherwise agreed between the originator and the addressee, an electronic message is deemed received at the addressee's place of business, and

(a) where the addressee has more than one place of business, at the place of business that has the closest relationship with the transaction or where there is no place of business that has the closest relationship with the underlying transaction, at the addressee's principal place of business;or

(b) where the addressee does not have a place of business, at the addressee's ordinary place of residence.Few issues to be considered:(1) Whether the delivery of purchase order equals to an offer, and whether the offer is accepted by the acknowledgement of the receipt of the purchase order,or by the act of delivering the goods ordered.Koshida Trading (S) Pte Ltd v Limco Products Manufacturing Pte Ltd [1990]P = suppliers of Mitsubishi RAM MicrochipsDef = manufacturers of personal computers. Have been buying ramchips from the P since 1986.Normally there would be negotiations on the amount of ramchips to be supplied, the price and delivery schedule; then def would send a purchase order containing the agreed terms; then P would return the duplicate copy of the order endorsed with the seal of the officer in charge of the order and a binding contract would then be concluded. (def stated otherwise)Singapore H Ct: the Ps version was probably nearer to the truth. As a matter of construction, the form of the purchase order was an offer by the def to purchase the ramchips..the purchase order was a unilateral offer to pay the stated price for goods delivered in accordance with its termssuch offer may be accepted by the P by performance or by return of promise

(2) In using the highway, the moment a ticket is extracted at the toll gate, and the highway is used, a contract is struck between the parties.Case : Parimala Muthusamy & Ors v PLUS [1997] The plaintiffs were users of the North-South Highway while the defendant is the authority responsible for the construction, management and safety of the said highway. The plaintiffs had suffered injuries as a result of an accident on the highway when the car they were traveling in collided into a cow which strayed on to the highway.

Upon accepting the ticket at the toll gate, the deceased driver had made a contract with the defendant that the latter was to provide not only safety to him and his family but also an unhindered drive all the way to his destination. As the defendant failed to use the requisite amount of care to ensure the safety of the deceased and the plaintiffs, pursuant to the contract, it must be concluded that the warranty implied in the contract was breached.

Compare car-park case :Thornton v Shoe Lane Parking [1971]the offer is made when the proprietor of the machine holds it out as being ready to receive the money. The acceptance takes place when the customer puts his money into the slot. The terms of the offer are contained in the notice placed on or near the machine stating what is offered for the money. The customer is bound by those terms Revocation of Acceptancess 4(3) & 5(2)Illust. to s.5Once the acceptor puts his revocation into a course of transmission, he cannot withdraw his revocation because the communication of revocation of acceptance is complete as against him upon despatching the letter/telegram. Notes : where the postal rule applies, an offeree who has posted his acceptance is allowed to revoke it by some quicker means of communication, such as telephone.This is the rule under English law, although there is no case law which expressly illustrate this rule.there is one Scottish case : Countess of Dunmore v Alexander (1830) which appears to permit such a revocation by speedier means of communication