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.
Take the micro-test
Applying the principle, is the bookstore bound to sell the book for Rs. 50?
Can Riya claim the reward?
Is Karan bound by his bid of Rs. 2 lakh?
Is there a binding contract between Ahmed and Beena?
Is the exporter bound to sell at Rs. 400 per shirt based on the buyer's second letter?
Can Farah claim the bonus?
Is a contract formed between Nikhil and Om?
Is there a valid contract?
Is the supplier bound to fulfil a third order placed after this notice?
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.
Keep practising
- → Consideration in Contract Law
- → Breach of Contract and Remedies
- → Negligence in the Law of Torts
- → All Legal Reasoning practice
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