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Legal Reasoning · Micro-Test

Offer and Acceptance in Contract Law

Every contract begins with a proposal that someone accepts, but CLAT loves to test the fine line between a genuine offer and a mere invitation to negotiate.

10 questions · 5 minutes · instant scoring

What this topic actually tests

Section 2(a) of the Indian Contract Act, 1872 defines a proposal (offer) as an act by which a person signifies to another their willingness to do or abstain from doing something, with a view to obtaining that other person's assent. Once the person to whom the proposal is made signifies assent, the proposal becomes a promise under Section 2(b) - this is acceptance. For a binding agreement, the offer must be communicated (Section 4), and acceptance must be absolute and unqualified, mirroring the exact terms of the offer (Section 7). A crucial threshold issue is distinguishing an offer from an invitation to offer (invitation to treat). Shop displays with price tags, advertisements, tenders, auction notices, and price lists are generally invitations to offer - the shopkeeper or advertiser is inviting customers to make offers, which the seller may accept or reject. The classic exception is a general offer made to the world at large, such as a reward for a lost item or a company's promise to pay anyone who uses its product as directed and still suffers harm; such an offer can be accepted by performance without prior communication of acceptance, since performance itself signals assent. Revocation of a proposal is possible at any time before the communication of its acceptance is complete as against the proposer (Section 5). A counter-offer - for instance, responding to a price with a different price - operates as a rejection of the original offer and cannot later be accepted on the original terms. CLAT typically frames this topic as a principle-based passage: a rule about offer or acceptance is stated, followed by a fact pattern (a shop display, an advertisement, a negotiation) that the candidate must apply, often turning on whether the facts show an offer, an invitation to offer, or a valid acceptance.

The common trap on this topic

The single most common error is treating every advertisement, shop window display, tender notice, or price catalogue as an 'offer' simply because a price is mentioned. In fact, under Indian contract law these are ordinarily invitations to offer - the customer who picks up the item and takes it to the counter is the one making the offer, which the shopkeeper is free to accept or refuse, even if the tag shows the 'wrong' price. Aspirants also confuse a counter-offer with a conditional or qualified acceptance; both destroy the original offer, but students often assume the original offer remains open for later acceptance after a counter-offer has been made, which is incorrect - once rejected by a counter-offer, the original offer cannot be revived by simply agreeing to the original terms later unless the offeror renews it. A third trap is misreading the timing rules for communication: an offer is complete when it comes to the knowledge of the offeree, while acceptance is complete against the proposer when it is put into a course of transmission (e.g., posted) but complete against the acceptor only when it reaches the proposer - so a revocation of acceptance is theoretically possible before it reaches the proposer, but a revocation of the offer itself must reach the offeree before acceptance is posted.

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Principle: A display of goods with a price tag in a shop window or on a shelf is an invitation to offer, not an offer itself; the customer who selects the item and presents it at the counter makes the offer. Facts: A bookstore mistakenly places a price tag of Rs. 50 on a textbook actually worth Rs. 500. A customer picks up the book and tenders Rs. 50 at the counter, insisting the store must sell at the marked price.
Q1.

Applying the principle, is the bookstore bound to sell the book for Rs. 50?

Principle: A general offer made to the world at large can be accepted by any person who performs the stipulated act, and no prior communication of acceptance to the offeror is necessary. Facts: A company publishes an advertisement promising Rs. 10,000 to anyone who finds and returns its lost delivery drone. Riya, unaware of the advertisement, finds the drone and returns it out of general helpfulness.
Q2.

Can Riya claim the reward?

Principle: In an auction, each bid made by a bidder is an offer, and a contract is formed only when the auctioneer accepts that offer, typically signified by the fall of the hammer; a bid can be withdrawn any time before the hammer falls. Facts: At an auction of antique furniture, Karan bids Rs. 2 lakh for a cabinet. Before the auctioneer's hammer falls, Karan announces he is withdrawing his bid.
Q3.

Is Karan bound by his bid of Rs. 2 lakh?

Principle: Under Section 5 of the Indian Contract Act, a proposal may be revoked at any time before the communication of its acceptance is complete as against the proposer, which occurs when the acceptance is put into a course of transmission by the acceptor so as to be out of the acceptor's power. Facts: On 1st March, Ahmed posts a letter offering to sell his printing press to Beena. On 5th March, Beena posts her letter of acceptance. On 4th March, before receiving any acceptance, Ahmed posts a letter revoking his offer, which reaches Beena on 7th March.
Q4.

Is there a binding contract between Ahmed and Beena?

Principle: Acceptance must be absolute and unqualified and must correspond exactly with the terms of the offer under Section 7; a qualified response introducing new terms is a counter-offer, which extinguishes the original offer. Facts: A garment exporter offers to sell 500 shirts to a buyer at Rs. 400 per shirt. The buyer replies agreeing to buy but at Rs. 350 per shirt. The exporter does not respond. A week later, the buyer writes again agreeing to pay Rs. 400 per shirt as originally proposed.
Q5.

Is the exporter bound to sell at Rs. 400 per shirt based on the buyer's second letter?

Principle: An offer is effective only once it is communicated to the offeree and comes to their knowledge; a person cannot accept an offer they do not know exists. Facts: A company circulates an internal memo offering a bonus to any employee who completes a specific training module by month end. Due to an email error, the memo never reaches Farah, who happens to independently complete an identical training module for her own development within the same period.
Q6.

Can Farah claim the bonus?

Principle: Where two parties, unaware of each other's proposal, send identical offers to each other simultaneously, this is a case of cross offers, and no contract results because neither party's communication was made in response to, or with knowledge of, the other's offer. Facts: On the same day, unaware of each other's letters, Nikhil writes to Om offering to sell his car for Rs. 4 lakh, and Om separately writes to Nikhil offering to buy the same car for Rs. 4 lakh.
Q7.

Is a contract formed between Nikhil and Om?

Principle: An offer that is expressed to be open for a specified time lapses automatically on the expiry of that time, after which it cannot be accepted unless the offeror renews it. Facts: A supplier offers to sell raw material to a manufacturer 'at this price, valid for acceptance until 5 PM on Friday.' The manufacturer sends its acceptance at 9 AM on the following Monday.
Q8.

Is there a valid contract?

Principle: A standing offer, such as a tender to supply goods as and when required over a period, is not a contract by itself; each order placed by the buyer against the standing offer is a separate acceptance creating a separate contract for that quantity, and the offeror may revoke the standing offer for future orders not yet placed. Facts: A stationery supplier's tender to supply notebooks 'as required' over one year is accepted by a school, which places three separate purchase orders across the year. After the second order is fulfilled, the supplier informs the school it will not honour any further orders under the tender.
Q9.

Is the supplier bound to fulfil a third order placed after this notice?

Principle: On an e-commerce platform, the listing of a product for sale is generally an invitation to offer; the customer's act of placing an order is the offer, and the contract is formed only when the platform or seller communicates acceptance, such as by confirming the order, rather than merely acknowledging receipt of the order request. Facts: An online store lists a laptop at a clearly erroneous price due to a technical glitch. A customer places an order, receives an automated email stating 'we have received your order,' but the seller cancels the order the next day and refunds the payment before dispatch, citing the pricing error.
Q10.

Was the seller entitled to cancel the order?

FAQ

Is a newspaper advertisement for a sale an offer or an invitation to offer?

It is ordinarily an invitation to offer, not an offer. The advertiser is inviting members of the public to make offers to buy, which the advertiser may then accept or decline, unless the advertisement is a genuine general offer promising a specific reward for a specific act, such as returning a lost item.

Can an offer be accepted by simply performing the condition mentioned in it?

Yes, for a general offer made to the world at large, performance of the stipulated act amounts to valid acceptance and no separate communication of acceptance to the offeror is required, since the offeror has impliedly waived that requirement.

What happens if the offeree makes a counter-offer instead of accepting?

A counter-offer operates as a rejection of the original offer under Section 7's requirement that acceptance be absolute and unqualified. The original offer lapses, and the parties are now negotiating on the terms of the counter-offer, which the original offeror is free to accept or reject.

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