Forming enforceable contracts—acceptance

The following Dispute Resolution practice note provides comprehensive and up to date legal information covering:

  • Forming enforceable contracts—acceptance
  • What do we mean by an acceptance of an offer?
  • How do you accept an offer by words?
  • How do you accept an offer by conduct?
  • Can silence amount to acceptance of an offer?
  • Acceptance of an offer when there are continuing negotiations
  • Communicating acceptance of an offer
  • The general rule
  • Exceptions to the general rule
  • What if the offer prescribes the mode of acceptance?
  • More...

Forming enforceable contracts—acceptance

An agreement on the terms of an offer will only become a binding contract capable of being enforced if that offer has been accepted. This Practice Note considers what may amount to acceptance, how it may be communicated and when it can be retracted.

For guidance on understanding when an offer, capable of acceptance, has been made, see Practice Note: Forming enforceable contracts—offer.

Note: Part 36 settlement offers made under CPR 36 operate outside the general rule of contract law and are governed by the specific regime set out in CPR 36. For guidance on accepting a CPR 36 offer, see Practice Note: Part 36 offers—how and when to accept a Part 36 offer.

What do we mean by an acceptance of an offer?

Acceptance is the final and unqualified expression of assent to the terms of an offer. Note: it is not possible to accept an offer which is no longer open for acceptance—for guidance, see Practice Note: Forming enforceable contracts—offer—How do you terminate an offer?

The following will not generally be sufficient to constitute acceptance:

  1. mere acknowledgement of receipt of the offer

  2. non-specific assent to an offer which contains two alternative proposals (Peter Lind & Co Ltd v Mersey Docks and Harbour Board [1972] 2 Lloyd's Rep 234 (not reported by LexisNexis®))

  3. a request for information in relation to the terms of the offer (Stevenson

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