This is an extract of our What Constitutes Acceptance document, which we sell as part of our Contract Law Notes collection written by the top tier of Oxford students.
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1. Correspondence of acceptance with the offer - must mirror the offer exactly
Counter Offers o To be valid, an acceptance must be unqualified - changing a term, quantity, subject matter etc.
? Is making a counter offer which is then up to the original offeror to accept or reject as they will
? This doesn't mean there has to be precise verbal correspondence with the original offer, however
Lark v Outhwaite :
? Similarly, a reply which adds something (e.g. extra time to pay) may be effective so long as
Battle of Forms o If the parties purport to conclude a contract by exchange of forms which are incompatible
? E.g. X offers to sell goods on terms X*
? Y "accepts" by placing an order on his terms Y*.
? X delivers the goods with invoice X* and Y receives the goods without objection.
Then who wins?
o Butler v Ex-Cell-O Corporation (England) Ltd : Seller insisted on price variation clause, buyers sent letter spelling out different terms with no price variation clause, sellers sent back acceptance form to buyers.
? Lord Denning:
Looking at whole of the correspondence, clear that buyers intended contract to be on their terms, not the seller's o And by doing so, fired "the last shot"
? Which the sellers made no objection to.
Lawton LJ: Battle of the forms can be analysed as follows:
Offer Sellers made an offer including price variation clause
Counter Offer(1) Buyers then submitted a new set of terms so different on material points (inc. no price variation clause) they could only be seen as a counter offer(1) o No additional Counter Offer(2) The sellers failed to make any objection nor any additional terms nor a rejection of the counter offer(1)Acceptance of Counter Offer (1) Thus, the return of the form by the sellers constituted an acceptance of the counter offer
Binding Contract And they are bound by the terms of the buyer's counter offer(1).
2. Given in response to an offer
A valid acceptance is one made in response to a known offer, not one made in ignorance, even if matching terms.
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