Topic: A Mere mental acceptance, not evidence by words or conduct, is in the eyes of law, no acceptance

ACCEPTANCE
Acceptance is a final and unqualified expression of assent to the terms of an offer. The objective test of agreement applies to an acceptance no less than to an offer. On this test, a mere acknowledgement of an offer would not be an acceptance. If a contract is to be made, the intention of the offeree to accept must be expressed without leaving room for doubt as the fact of acceptance, or as to the coincidence of the terms of the acceptance with those of the offer.

RULES REGARDING ACCEPTANCE

It must be an absolute and unqualified acceptance of all the terms of the offer Conditional acceptance Contracts subject to condition Clarification The acceptance must be expressed in some usual or reasonable manner Mental acceptance or uncommunicated assent does not result in a contract The mode of acceptance Time of acceptance When acceptance is complete Before offer The acceptance must be made while the offer is in force

WHO

CAN ACCEPT?

An offer can be accepted only by the person or persons for whom the offer is intended. An offer made to a particular person can only be accepted by him because he is the only person intended to accept.

An offer made to a class of persons can be accepted by any member of that class. An-offer made to the world at large can be accepted by any person whatsoever.

COMMUNICATION

OF

ACCEPTANCE

Acceptance by external manifestation or overt act-The definition clearly requires that the assent should be signified. It may be signified or expressed by an act or omission by which the party accepting intends to communicate his assent or which has the effect of communicating it. An agreement does not result from a mere state of mind. Intent to accept an offer or even a mental resolve to accept an offer does not give rise to a contract. There must be some external manifestation of that intent by speech, writing or other act.

Acceptance by Conduct- Conduct is an action in terms of the offer. All cases of general offers, which are a kind of unilateral contract demand some act in return for the promise to pay.

Communication to offeror himself- Acceptance must be communicated to the offeror himself. A communication to any other person is as ineffectual as if no communications has been made.

MENTAL

ACCEPTANCE

Mental acceptance is an acceptance which is un-communicated. That means the acceptance is not expressed in words or in writing and cannot also be implied from the conduct of the acceptor. For example, Person A writes to person B, I want to buy your car for 3,000,000 Tk. Person B on the other hand sees this and is mentally prepared to sell the car to person A, but does not convey his acceptance to person A. So here person B mentally accepted the offer.

MENTAL

ACCEPTANCE IS NO ACCEPTANCE

Mental acceptance or quiet assent, not evidenced by words or conduct does not amount to a valid acceptance, and this is so even where the offeror has said that such a mode of acceptance will suffice. Acceptance must be communicated to the offeror, otherwise it has no effect. Thus, if an oral acceptance is spoken into a telephone after the telephone has gone dead; there is in effect no acceptance. This rule is based on the theory of consensus ad idem or of identity of minds. Unless the acceptance of the offer comes to the knowledge of the offeror, there is no identity of mind and therefore no contract.

Mere mental acceptance which is not expressed in words or in writing is not recognized as acceptance from the legal standpoint. Acceptance must be something more than mere mental acceptance. In other words there must only be a desire to accept, but the desire must be expressed in words- oral or written. Like a proposal needs to be communicated, its acceptance also needs to be followed up and communicated to the person making the proposal. Just as it is essential that a proposal or offer is communicated to the person for whom it is meant, it is equally essential that its acceptance is communicated to the person making the proposal. So, it is said, A mere mental acceptance, not evidenced by words or conduct is in the eye of law no acceptance.

CASE - EXAMPLES:
Situation 1: In the case of Felthouse vs. Bindley, Felthouse offered to buy his nephews horse and wrote to him saying, If I here no more about it, I shall consider the horse is mine. The nephew did not write to Felthouse but he told his auctioneer Bindley who was selling his horses not to sell the horse in question since it had already been sold to his uncle, but the auctioneer inadvertently sold the horse. Felthouse filed a case against the Bindley, but the court ruled that he had no right of action against the auctioneer since his offer had not been accepted by his nephew, and as such did not constitute a contract. Analysis: Here, Felthouse cannot take any legal action against bindly because, though the nephew mentally accepted Felthouses offer but there were no written document proving the fact and mental acceptance, in the eye of law is no acceptance.

Situation 2: In the case of Powel versus Lee, the plaintiff Powel was the candidate for a principle of a school. He was interviewed by a selection committee and a proposal was made for his appointment but the committees proposal was not communicated to Powel. A member of the committee had informed Powel in confidence that the committee had agreed on his appointment to the post. Later the committee changed its mind and appointed another person to the post. Powel filed a case against the committee for breach of promise, but court ruled that since the committees decision had not been officially communicated to Powel, there did not exist a promise between the two and, as such, Powel could not enforce his appointment. Analysis: Though initially the committee decided to recruit Powel but it was not officially communicated to Powel. Afterwards the committee changed their decision and did not recruit him. Here, Powel cannot take any legal action against the committee because the committees initial decision to recruit him was not communicated to him, hence, there was no promise made to him.

Situation 3: In the case of Brogden vs. Metropolitan rail Co. the manager had kept the written approval of the tender in his drawer and had forgotten to send his approval of the offer to the coal company. The ruling of the case was same as the previous case- that unless the acceptance of an offeror it cannot result in a contract. Analysis: Same as the previous case we can see here that the approval was not communicated here. So, Brogden cannot take any legal action against the Metropolitan rail Company.

References

Commercial Law Including Company law And Industrial Law, Edited and Revised by Prof Sakti Mukherjee

http://acceptance.ezinemark.com/acceptance-section-3-169678853e5.html http://acceptance.ezinemark.com/acceptance-section-3-169678853e5.html http://www.lawyersnjurists.com/resource/course-materials/business-law/contract/chapter2-offer-and-acceptance/

http://mercantilelaws.blogspot.com/2012/05/legal-rules-regarding-valid-acceptance.html http://books.google.com.bd/books?id=3HgKOJlMh3sC&pg=PA24&lpg=PA24&dq=a+m ere+mental+acceptance+not+evid