In one line
An offer is a final expression of willingness to be bound on stated terms as soon as the person addressed gives the required assent.
After this note, you should be able to
- Identify whether a statement is a proposal or only part of negotiations.
- Apply the rules of communication and revocation under Sections 3 to 6.
- Distinguish general offers from specific offers and explain how each is accepted.
Definition and essentials
Section 2(a) focuses on willingness, a proposed act or abstinence, and the purpose of obtaining assent.
- Clear intention
- The words or conduct must show a present readiness to be bound, not a future plan or casual statement.
- Certain terms
- The essential terms must be capable of being understood and applied.
- Communication
- A person cannot accept an offer without knowledge of it. The proposal must reach the person who is expected to accept it.
- Legal purpose
- The proposal must be capable of creating a lawful legal relationship.
General and specific offers
The identity of the person entitled to accept depends on the kind of offer made.
- Specific offer
- It is addressed to a particular person or defined group and can ordinarily be accepted only by that person or group.
- General offer
- It is made to the public at large and may be accepted by anyone who knows of it and performs the stated condition.
- Standing offer
- A tender may operate as a continuing offer. Each order placed under it may create a separate contract.
Communication of proposal
Under Section 4, communication of a proposal is complete when it comes to the knowledge of the person to whom it is made.
Knowledge matters because acceptance must respond to the offer. If a person performs the requested act without knowing about the reward or proposal, the act is not performed in exchange for that offer.
Communication may be made by words, conduct or an electronic record. What matters is whether the proposal was brought to the offeree in an intelligible form.
Revocation of proposal
An offer may generally be revoked before acceptance becomes complete against the proposer.
- Notice of revocation
- The proposer may communicate withdrawal before the legal cut-off point.
- Lapse of time
- The proposal ends when the prescribed time expires, or after a reasonable time if no time is stated.
- Failure of condition
- An offer may end when the acceptor fails to satisfy a condition that had to be fulfilled before acceptance.
- Death or insanity
- The proposal is revoked if the proposer dies or becomes insane and the acceptor learns of it before acceptance.
Work through the facts
Illustration
Facts
A posts a public notice promising Rs 10,000 to anyone who returns a missing file. B sees the notice and returns the file before A withdraws the notice.
Likely result
The notice can operate as a general offer. B knew of it and accepted it by performing the stated condition.
What to learn
For a general offer, check knowledge of the offer, performance of the condition and whether revocation happened in time.
Cases with a purpose
Landmark judgments
Learn the rule and where to use it. A case name without its legal function adds very little to an answer.
Carlill v. Carbolic Smoke Ball Co.
Core case(1893) 1 QB 256
Principle: An advertisement can be a general offer when its terms are definite and the language and surrounding conduct show a serious intention to be bound.
Use in an answer: Use it for general offers, unilateral contracts and acceptance by performance.
Lalman Shukla v. Gauri Datt
Core case(1913) XL ALJR 489
Principle: A person who acts without knowledge of the offer cannot later claim that the act amounted to acceptance of that offer.
Use in an answer: Use it whenever the facts involve a reward discovered only after performance.
Harvey v. Facey
Core case(1893) AC 552
Principle: A statement of the lowest price was treated as supply of information, not a final promise to sell.
Use in an answer: Use it to distinguish an offer from a quotation or preliminary negotiation.
For a 10-mark answer
Answer structure
- Quote or accurately paraphrase Section 2(a).
- Test intention, certainty and communication.
- Classify the offer as specific, general or standing where relevant.
- Apply Sections 4, 5 and 6 if timing or revocation is disputed.
- Use the case whose facts are closest, then give a direct conclusion.
Common mistakes
- Calling every advertisement an offer.
- Ignoring whether the claimant knew about a reward offer.
- Discussing acceptance before first proving that a definite offer existed.
- Saying an offer can never be revoked after dispatch of acceptance without applying Section 4 carefully.
Before you close the tab
Quick revision
- Section 2(a) defines proposal.
- Communication is complete when the offeree knows of the proposal.
- A general offer is accepted by a person who knows of it and performs its condition.
- A price quotation is not automatically an offer.
- Sections 5 and 6 control the timing and modes of revocation.
Test yourself
- Why did the claim fail in Lalman Shukla?
- What facts can turn an advertisement into a general offer?
- When does communication of a proposal become complete?
Short answers
Frequently asked questions
Can an advertisement be an offer?
Yes, but only when its language is sufficiently definite and shows an intention to be bound without further negotiation. Many advertisements are only invitations to treat.
Can a person accept an offer without knowing about it?
No. Acceptance must be made in response to the offer, so knowledge of the offer is necessary.
Primary sources
This is an educational study note. Always read the bare provision and the full judgment before relying on a proposition in research or practice.