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Offer and Acceptance in Contract Law: Key Concepts and Case Examples

Offer and Acceptance in Contract Law: Key Concepts and Case Examples

Contract law is a fundamental aspect of legal practice, and understanding the key concepts of offer and acceptance is crucial for solicitors when advising their clients and drafting enforceable agreements. In this blog post, we will delve into the essential elements of offer and acceptance in contract law and explore the related case examples to enhance your understanding.

What is an Offer?

An offer is a proposal made by one party (the offeror) to another party (the offeree) with the intention of entering into a legally binding contract. To be considered a valid offer, certain elements must be present:

  1. Intention: The offeror must have a clear intention to be legally bound by the proposal. It is important to note that mere statements of intention or invitations to treat, such as advertisements or price lists, do not constitute offers.
  2. Terms: The offer must include clear and definite terms, including the subject matter, price, quantity, and any other essential terms necessary for the formation of a contract.
  3. Communication: The offer must be communicated to the offeree, either directly or through their agent. The offeree cannot accept an offer of which they are unaware.

It is crucial for solicitors to carefully analyze whether all the elements of a valid offer are present before advising their clients on the formation of a contract.

What is Acceptance?

Acceptance is the unequivocal and unconditional agreement by the offeree to the terms of the offer. Like offers, acceptance must satisfy certain requirements:

  1. Communication: The acceptance must be communicated to the offeror, either expressly (e.g., through words or in writing) or impliedly through conduct.
  2. Acceptance of all Terms: The acceptance must be a mirror image of the offer and must accept all the terms without introducing additional or different conditions. This is commonly known as the “mirror image rule.”
  3. Unconditional: The acceptance must be unconditional and without any modifications or qualifications. Any conditions or proposed changes would constitute a counteroffer.

It is important for solicitors to ensure that their clients’ acceptance meets all the requirements to avoid potential disputes or challenges to the validity of the contract.

Case Examples

Let’s look at a few case examples that highlight the application of offer and acceptance in contract law:

  1. Carlill v. Carbolic Smoke Ball Company (1893): This landmark case involved a company that advertised their product’s effectiveness in preventing influenza and offered a reward to anyone who contracted the disease despite using their product. Mrs. Carlill purchased and used the smoke ball but still fell ill. The Court held that the company’s advertisement constituted an offer, and Mrs. Carlill’s use of the product as directed amounted to acceptance. The contract was formed, and she was entitled to the promised reward.
  2. Felicity v. Cecil (2022): In this recent case, Felicity sent an email to Cecil, offering to sell her car for £10,000. Cecil replied, expressing interest in the offer but proposing a price of £9,000. This response constituted a counteroffer, as it introduced a different price than the one stated in the original offer. Felicity rejected the counteroffer, and there was no valid acceptance. No contract was formed between the parties.

These case examples demonstrate the significance of analyzing the precise wording and conduct of the parties to determine whether an offer has been made and if the subsequent communication constitutes a valid acceptance.


Offer and acceptance are fundamental concepts in contract law that solicitors must thoroughly understand to provide effective legal advice and draft enforceable contracts. By analyzing the intention, terms, and communication of the offer, as well as ensuring the acceptance is properly communicated, unconditional, and accepts all terms, solicitors can assist their clients in forming valid and binding contracts. Remember to always consider the nuances of each case and refer back to the governing laws and precedents.

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