Acceptance must be absolute and must correspond with the chance of offer.

Matching acceptance rule is a common law principle of contract law that for a contract to be formed, the terms of an acceptance must correspond exactly with those of the offer. Acceptance of a contractual offer must be positive, unconditional, unequivocal, and unambiguous, and must not change, add to, or qualify the terms of the offer. This is also known as the mirror image rule or ribbon matching rule. Acceptance refers to a manifestation of willingness to be bound by the terms of an offer made in a manner invited or required by the offer. An acceptance of an offer must be absolute and unconditional. In order for the acceptance to be effective all of the terms of the offer must be accepted without change or condition.

Acceptance results in the formation of a contract: both parties are bound and neither can withdraw from the bargain without incurring liability to the other. Ordinarily, acceptance must be expressed or communicated by the offeree to the offeror, in order to manifest mutual assent. The manner in which acceptance is to be communicated may be specified in the offer, in which case that becomes the exclusive means of acceptance. But if the offer prescribes no means any reasonable and usual mode may be adopted. In some cases merely acting in justifiable reliance on an offer may serve as sufficient reason for making a promise binding. (Drennan v. Star Paving Co.)

An acceptance in order to be binding must be absolute and unconditional. The acceptance must be to all term of offer, whether material or immaterial to the contract. If the parties are not consensus-ad-idem to all the terms and conditions of the contract, there is no contract. It is another important essential element of a valid acceptance. A valid contract arises only if the acceptance is absolute and unconditional. It means that the acceptance should be in total and without any condition. Thus, an acceptance with a variation is no acceptance. It is simply a counter offer. A counter offer puts an end to the original offer, and it cannot be revived by subsequent acceptance. It often happens that a person intends to accept an offer and writes a letter stating that he does accept it, but then adds some further remarks or some question which may be relatively unimportant or trivial.
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Acceptance must be outright and unreserved. There should not be any adjustment of the terms of an offer to have a valid acceptance as stated above. If there is negotiating involved in the acceptance, it is known as negotiation on price and quality of the goods and a contract might be made sometime at the end of the negotiation, but at the beginning of negotiation no contract is formed because introducing new terms in the offer in fact modifies the original offer and rejects it and it is known as making counter offer by the offeree.

Moreover, a counter offer amounts to a rejection of the original offer, which then ceases to be capable of acceptance. These rules are somewhat rigid and may well be too rigid but these further remarks or questions may be held to qualify the purported acceptance to such a degree that they prevent it having the legal character of an acceptance. The offeror may then be free to withdraw at the last minute. If, however, he simply fails to reply to the additional remarks raised by the offeree, but proceeds with the performance of the contract, it may be possible to hold that the counter-offer has in turn been accepted by conduct. It follows, therefore, that a conditional acceptance may fail to count as a real acceptance at all. A contracting party who had made a mistake simply had himself to blame. Unless, of course, the mistake was actually induced by something said or done by the other party, in which case there might be remedies for fraud or misrepresentation or, perhaps, breach of a contractual term.

There must be a correlation in an acceptance with all the terms of the offer. Agreeing to take 200 tons of wheat is not an acceptance of an offer to sell 300. Agreeing to pay 35 is not an acceptance of an offer to sell at 40. It is a counter offer, the effect of which is to terminate the original offer. Care has to be taken here to avoid being overzealous in demanding exactness'. (Tinn & Hoffman) An eligible and provisional acceptance amounts to a counter offer which amounts to non-acceptance. Moreover, an offer must be accepted in full. If only a part of the offer is accepted, the acceptance will not be valid. Even the slightest deviation from the terms of the offer makes the acceptance. In effect a derivate acceptance is regarded as a counter offer in law. E.g. L offered to M his scooter for Rs. 4000 M accepted the offer and tendered Rs. 3900 cash down, promising to pay the balance of Rs. 100 by the evening. There is no contract, so the acceptance was not absolute and unqualified.

Contract Act 1950 provides that in order for a proposal to be converted into a promise, the Acceptance of that proposal must be absolute and unqualified. Absolute and unqualified

acceptance means the terms of the offer has not been modified or changed by the offeree. If the offeree bargains on the offer and modifies the terms of the offer, lets say he asks the seller (offeror) to reduce the price of the goods which has been proposed to sell, then there will be no acceptance. Because the buyer has modified the price (by asking the seller to reduce the price) and thereby he has not accepted the offer, rather he has made a new offer to buy the goods with reduced price which in fact rejects the original offer.

As stated earlier, acceptance must be absolute and unqualified so that there is complete consensus between the offeror and the offeree. If the parties are still negotiating, an agreement has not yet formed. In Lau Bother & Co. v. Chin Pacific Navigation Co. Ltd (1965), negotiations for the delivery of logs were conducted through a series of telegrams and letters. Whilst the parties still were in the negotiating stage, the defendants withdrew the offer. When this matter was referred to the court, the court held that the parties were still in a state of negotiation and no agreement was formed. Therefore, the defendants were justified in withdrawing the offer. If an acceptance is qualified by words such as subject to contract or subject to formal contract being drawn up by our solicitors, the court would be inclined to hold in the absence of strong evidence that there is no contract made. A conditional contract is not absolute and unqualified contract. The intention to create legal relation is also absent here. In other words, it is incomplete contract and it cannot be enforced by any party.

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References:
Calamari, John D., and Joseph M. Perillo. 1998. The Law of Contracts. 4th ed. St. Paul, Minn.: West Group.

Chirelstein, Marvin A. 2001. Concepts and Case Analysis in the Law of Contracts. 4th ed. New York: Foundation.

Collins, Hugh. 1999. Regulating Contracts. New York: Oxford Univ. Press.

DiMatteo, Larry A. 1998. Contract Theory: The Evolution of Contractual Intent. East Lansing: Michigan State Univ. Press.

Hare, J. I. Clark. 2003. The Law of Contracts. Clark, N.J.: Lawbook Exchange.