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What Constitutes Acceptance Notes

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Acceptance Requirements

1. Correspondence of acceptance with the offer - must mirror the offer exactly

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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

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Lark v Outhwaite [1991]:
? Similarly, a reply which adds something (e.g. extra time to pay) may be effective so long as

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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.

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Then who wins?
o Butler v Ex-Cell-O Corporation (England) Ltd [1979]: 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:

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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.

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Lawton LJ: Battle of the forms can be analysed as follows:

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Offer Sellers made an offer including price variation clause

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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

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Binding Contract And they are bound by the terms of the buyer's counter offer(1).

2. Given in response to an offer

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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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