Offer and Acceptance in Contract Formation


In contract law, the concepts of offer and acceptance play a pivotal role in the formation of a legally binding agreement. Understanding these fundamental principles is crucial to grasp the essence of contractual relationships. Let’s delve into the intricacies of offer and acceptance, exploring relevant case laws to illustrate their application.

Offer: A Proposal for Agreement

An offer, as defined in Section 2(a) of the Indian Contract Act, 1872, is the expression of willingness by one party to do or abstain from doing something, with the intention of obtaining the assent of the other party to such an act or abstinence. This proposal is the foundation upon which contractual negotiations are built.

Invitations to Treat vs. Offers

It’s essential to distinguish between an offer and an invitation to treat. An invitation to treat is not a contractual offer but an invitation for others to make offers. For instance, an advertisement, display of goods with price tags, or auction announcements are invitations to treat. The case of Pharmaceutical Society of Great Britain v. Boots Cash Chemists Ltd. elucidates this distinction.

In this case, Boots Cash Chemists displayed medicines with price tags in their store. The court held that this display was not an offer but an invitation to treat. When a customer selected an item and brought it to the cash desk, they made an offer to buy, which the store could accept or reject. This illustrates how a display of goods with prices does not constitute a binding offer but an invitation for customers to make offers.

Case Law: Pharmaceutical Society of Great Britain v. Boots Cash Chemists Ltd.

In this case, the court distinguished between an offer and an invitation to treat, affirming that the display of goods with price tags in a store constitutes an invitation to treat rather than a binding offer. Customers making selections and bringing items to the cash desk make offers, which the store can accept or reject.

Acceptance: Manifestation of Assent

Acceptance is the unequivocal agreement to the terms of an offer, creating a meeting of minds between the parties involved. Section 2(b) of the Indian Contract Act defines acceptance as the assent given by the person to whom the proposal is made. It’s crucial for acceptance to mirror the terms of the offer to create a binding contract.

Communication of Acceptance

Acceptance must be communicated to the offeror to be effective. Silence or inaction generally does not constitute acceptance, except in specific circumstances. For instance, in Harvey v. Facey, the court held that a mere quotation of a price in response to an inquiry does not amount to an offer. Silence or a lack of explicit acceptance does not form a contract.

Case Law: Harvey v. Facey

In this case, the defendants responded to an inquiry about the sale of land with a telegram stating the lowest price. The plaintiffs replied with an acceptance of the price. However, the court held that the initial telegram was not an offer but a mere statement of the lowest price. Therefore, there was no binding contract.


Offer and acceptance are fundamental components of contract formation, delineating the boundaries of contractual obligations. Understanding the nuances of these principles, along with relevant case laws, is essential for navigating contractual relationships effectively. From distinguishing invitations to treat from offers to elucidating the requirements of effective acceptance, these concepts form the cornerstone of contract law, shaping legal relationships and obligations in diverse contexts.


Dr. R.K. Bangia, Principles of Mercantile Law.



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