Acceptor’s Condition

The short question is, whether the acceptance of a conditional offer with a further condition results in a concluded contract, irrespective of whether the offerer accepts the further condition proposed by the acceptor.

The offer and acceptance of an offer must be absolute. It can give no room for doubt. The offer and acceptance must be based or founded on three components, that is, certainty, commitment and communication. However, when the acceptor puts in a new condition while accepting the contract already signed by the proposer, the contract is not complete until the proposer accepts that condition [Haridwar Singh v. Bagun Sumbrui, AIR 1972 SC 1242]. An acceptance with a variation is no acceptance. It is, in effect and substance, simply a counter proposal which must be accepted fully by the original proposer, before a contract is made.

The acceptance of an offer may be either absolute or conditional. If the acceptance is conditional, offer can be withdrawn at any moment until absolute acceptance has taken place [Union of India v. Bhim Sen Walaiti Ram, (1969) 3 SCC 146].

Hon’ble Justice Indira Banerjee, M/s. Padia Timber Company (P) Ltd. v. The Board of Trustees of Visakhapatnam Port Trust, [Civil Appeal No. 7469 of 2008].