Contract Law · §6.1

Letter

Offer & Acceptance

How a bare proposal hardens into a binding promise — the moment agreement is reached, and the moment it is not.

Dear reader,

A contract is a promise the law will enforce. It is built when a valid offer is met by an unqualified acceptance, supported by consideration and an intention to create legal relations. This letter concerns the first two — the meeting of the minds — and the exact instant at which two wills become one.

Definition 6.1.1 — A contract

O ∧ A ∧ C ∧ I

Offer and Acceptance make the agreement; Consideration and Intention make it enforceable.

The formation sequence

Offer a proposal on definite terms Acceptance unqualified assent Binding contract the deal is struck the meeting of the minds

Offer + acceptance is agreement; agreement made enforceable is a contract.

I · What an offer is

An offer is willingness to contract on definite terms, binding the instant it is accepted. The objective test asks how a reasonable person would read the words — not what the maker privately meant. A priced display or advert is only an invitation to treat: it invites the other side to make the offer. (Pharmaceutical Society v Boots.)

II · A valid acceptance

A ≡ O vs. A ≠ O

Mirror the offer → acceptance. Vary a term → a counter-offer that destroys it. (Hyde v Wrench.)

II · Communicated assent

Acceptance generally takes effect only when it is communicated to the offeror — a decision kept in the mind binds no one. From this follows a firm limit: an offeror cannot force the other party's silence into assent. (Felthouse v Bindley.)

III · The postal rule

tform = tpost

Acceptance bites at posting; a revocation only on receipt — so a posted acceptance can beat a revocation in the mail.

Agreement, assembled

Offer door opens Acceptance door closes Binding contract a promise the law keeps the meeting of the minds

Two wills, one moment — and a promise the law will keep.

§6.1 — the headline rule

Agreement is struck the instant a mirror-image acceptance is communicated — the meeting of the minds, made enforceable.

Yours in good faith, — the Contract Law reader