5. Acceptance

The same objective test applies. Knowing about an offer is not accepting it. Saying you intend to place an order is not accepting it. If the offer gives alternatives, the reply must show which one is accepted. In Peter Lind & Co v Mersey Docks and Harbour Board a tender quoted two prices. The reply accepted "your tender" without saying which. There was no contract.

Offer and acceptance must match. Until they do, there is no contract, even after a long negotiation.

Counter-offer and a mere enquiry

A reply that adds or changes a term is a counter-offer. It is not an acceptance, and it kills the original offer. Hyde v Wrench: an offer to sell a farm for £1,000, a reply of £950, a rejection of that reply, then a purported acceptance of the original £1,000. Too late. The original offer had gone.

A request for information does not do that. Stevenson, Jacques & Co v McLean: an offer of iron at 40 shillings net cash, and a question whether delivery over two months would be accepted. That was an enquiry. The offer stayed open.

Watch the words. "I agree but I will only pay £1,400" changes the price. "Would you take £1,400?" asks a question.

Conduct, silence and prescribed methods

Acceptance can be oral, written, or by conduct: sending the goods, starting the work, or using goods that were sent. Weatherby v Banham treats use of goods sent by the offeror as acceptance. Conduct only counts if, objectively, it was done in order to accept. Taylor v Allon: driving a car was not acceptance of one insurer's offer where the driver meant to insure with someone else. Taking delivery under an oral contract is not acceptance of different written terms sent afterwards.

Silence is not acceptance. You cannot impose a contract by saying "if I hear nothing, we have a deal."

If the offeror prescribes a method, that method should be used. A method that is as quick and reliable will often do, unless the offeror insisted on one method and no other.

When acceptance is communicated

Acceptance generally takes effect when it is communicated to the offeror. Entores v Miles Far East Corporation is the instantaneous case: telex and the like are effective when received, and the contract is made where the acceptance is received.

The post is the exception that needs time. If post is a permitted method, acceptance is complete when the letter is posted, even if it arrives late or not at all, provided it was properly addressed and posted. Household Fire Insurance Co v Grant is the authority. The rule does not apply if the letter was never posted, if post was excluded, or if the acceptance is a revocation that must actually arrive. Cross-offers, each sent in ignorance of the other, do not make a contract. There is no acceptance of a known offer.

A standing offer, such as a tender to supply goods as required, is accepted each time an order is placed. Great Northern Railway v Witham is the illustration.