Offer and Acceptance for CLAT | Rules, Cases, PYQs

📑 On this page

⚡ The short answer

An offer is a clear willingness to be bound on stated terms. An acceptance is an absolute, unqualified ‘yes’ to those exact terms, communicated to the offeror. Change any term and you've made a counter-offer, which kills the original. Silence is never acceptance, and only the person the offer was made to can accept.

🎬 The 30-second story

Bruno and the ₹5,000 poster

“₹5,000 to anyone who brings Bruno home!”

🐕

Kabir

Kabir's beagle slips out. Posters go up.

“That's the poster dog! Come here, Bruno!”

📱

Zoya

Zoya has seen the poster.

“Here's Bruno. About that ₹5,000…”

🏠

Zoya

She never called to say ‘I accept’.

“You never told me you accepted. No deal!”

💸

Kabir

Does that excuse work?

Tara's ruling: Kabir pays. His poster was a general offer to the world asking for an act, not a reply. Returning Bruno, knowing of the reward, is the acceptance. A finder who'd never heard of the reward couldn't claim it as a contract.

What exactly is an offer, and what is an acceptance?

An offer (the law also says proposal) is one person showing another a willingness to do, or not do, something in order to get that person's assent. ‘I might sell my bike someday’ is chatter. ‘I'll sell you my bike for ₹30,000’ is an offer: it is built to be answered.

An acceptance is that answer. Once given, the offer becomes a promise and the parties have an agreement: two minds meeting on the same thing in the same sense (consensus ad idem).

🧮 The formula

Where every contract starts

🗣️

Offer

clear, definite, communicated

👍

Acceptance

absolute, communicated, by the offeree

🤝

Agreement

add enforceability for a contract

📌 What CLAT actually expects

The passage hands you the rule, often in one line: ‘acceptance must mirror the offer’. Test each fact against that line, word by word, and never import an exception it leaves out.

Who can accept: general offers vs specific offers?

It depends on who the offer was made to. Kabir's poster speaks to everyone, so anyone who does the act can accept. If Kabir texts only Zoya, ‘My scooter is yours for ₹40,000’, only Zoya can accept. Rohan, reading over her shoulder, can't.

⚔️ Side by side

General offer vs specific offer

📢General offer

Made to the world at large

•Anyone who meets the conditions can accept
•Usually accepted by doing the act
•No separate ‘I accept’ message needed

🎯Specific offer

Made to a named person or group

•Only that person or group can accept
•Usually accepted by a reply
•A stranger's ‘yes’ is legally empty

Test	General offer	Specific offer
Example	Reward poster for a lost dog	‘Zoya, want my scooter for ₹40,000?’
Many acceptors?	Yes, if the terms allow it	No, only the addressee

First question in any fact pattern: to whom was the offer made?

⚠️ Knowledge first: cross offers aren't a contract

Acceptance is a response, so you can't accept an offer you never knew of. Aarav posts a letter offering his guitar to Zoya for ₹8,000; the same day, unaware, Zoya posts one offering to buy it for ₹8,000. Same terms, still no contract: neither letter is a reply.

What makes an acceptance valid?

🧭 Decision flow

Is this a valid acceptance?

❓ Is the ‘yes’ from someone the offer was made to, who knew of it?

No →

No acceptance: stranger or unaware person

Yes ↓

❓ Is it absolute and unqualified, matching every term?

A mere question is not a change.

No →

Counter-offer: the original offer is dead

Yes ↓

❓ Was it communicated to the offeror, by words or conduct?

For a general offer, doing the act is enough.

No →

No acceptance: an uncommunicated ‘yes’

Yes ↓

❓ Was the offer still alive (not revoked, lapsed or rejected)?

No →

Too late: nothing left to accept

Yes ↓

❓ Did it follow any mode the offeror prescribed?

Yes →

Valid acceptance: the agreement is formed

No →

Binding unless the offeror objects within a reasonable time

When does a ‘yes’ turn into a counter-offer?

The mirror-image rule: the acceptance must reflect the offer exactly. Change the price, quantity, date or payment mode and you've made a fresh offer of your own. That counter-offer also rejects the original, so if it's refused you can't go back to the first deal.

🕒 Timeline

How a haggle can kill a deal

1
Day 1

Kabir offers

Laptop to Rohan for ₹50,000.
2
Day 2

Rohan counters

‘₹45,000?’ The ₹50,000 offer dies here.
3
Day 3

Kabir refuses

‘No.’ The counter-offer dies too.
4
Day 4

Rohan ‘accepts’ ₹50,000

No contract, just a new offer Kabir can ignore.

⚔️ Side by side

Clean acceptance vs counter-offer

✅Acceptance

‘Yes, exactly that.’

•Matches every material term
•Forms the agreement on the spot
•Offeror is now bound

↩️Counter-offer

‘Yes, but…’

•Changes or adds a term
•Rejects and destroys the original offer
•Ball goes back to the first party

Test	Acceptance	Counter-offer
Effect on original offer	Turns it into a promise	Destroys it
Example	‘Done, ₹50,000 it is.’	‘Done, but at ₹45,000.’
Yes plus ‘could you add the charger?’	Acceptance, if the yes doesn't depend on it	Counter-offer if it does

Did the reply change what the offeror must do? Then it's a counter-offer.

💡 Question or counter-offer?

A request for information doesn't kill the offer. Read the verb: ‘I'll pay’ = counter-offer; ‘would you’, ‘does it’ = inquiry, offer survives.

Can silence ever be acceptance?

As a rule, no. An offeror can say how to accept, but not that saying nothing is accepting; otherwise anyone could trap you with ‘reply in 7 days or you've bought my course’. Equally, a ‘yes’ kept in your head or told only to a third person isn't communicated.

🧩 At a glance

Ways a ‘yes’ can actually be signalled

💬Words

Spoken, typed, emailed.

✍️Writing

Signing and returning the offer form.

🛒Conduct

Picking an item and paying at the counter.

🏃Performing the act

Returning the lost dog; using the product as the advert required.

📦Silence plus conduct

Keeping and using goods you knew were to be paid for can count.

🤐Bare silence

Never enough on its own.

Does the acceptor have to follow the offeror's chosen mode?

The offeror can prescribe how his offer must be accepted. If he prescribes nothing, any usual and reasonable manner works; a WhatsApp offer can be accepted on WhatsApp. Indian law then adds a twist.

1
Offer names a mode
‘Accept by signing and couriering this form.’
2
Acceptor uses another mode
Zoya accepts on a phone call; Kabir hears her.
3
Offeror's window
Within a reasonable time Kabir may insist on the form. Then no contract unless Zoya complies.
4
Offeror stays quiet
If that time passes without objection, he has accepted the acceptance.
5
Acts count too
If the offer asks for an act, doing it is the acceptance; no ‘I accept’ message needed.

Which cases built these rules?

💨

Landmark case · 1893 · Court of Appeal, England

Carlill v Carbolic Smoke Ball Co

📋

What happened

A company promised £100 to anyone who caught flu after using its smoke ball three times daily for two weeks, saying £1,000 was banked to show sincerity. Mrs Carlill did so and caught flu.

❓

The question

Was the advert an offer, and did she need to announce her acceptance?

🔨

What the court held

Yes, a definite offer to the world; the deposit showed it was serious. Using the ball as directed was the acceptance.

What CLAT takes from it: A general offer is accepted by performing its conditions.

🧒

Landmark case · 1913 · Allahabad High Court

Lalman Shukla v Gauri Dutt

📋

What happened

Gauri Dutt sent his munim, Lalman, to Haridwar to find a missing nephew. After Lalman left, a ₹501 reward was announced. Lalman found the boy and got only ₹20.

❓

The question

Could Lalman claim the ₹501 reward?

🔨

What the court held

No. The court said there's no acceptance without knowledge of the offer, but its actual ground was that Lalman, as an employee, was already bound to search.

What CLAT takes from it: Taught as ‘no knowledge, no acceptance’; that's the rule stated, though the facts turned on his existing duty.

🏡

Landmark case · 1840 · Court of Chancery, England

Hyde v Wrench

📋

What happened

Wrench offered his farm for £1,000. Hyde offered £950; Wrench refused. Hyde then ‘accepted’ the £1,000 offer.

❓

The question

Did Hyde's later ‘acceptance’ of £1,000 create a contract?

🔨

What the court held

No. The £950 bid rejected the original offer, which could not be revived.

What CLAT takes from it: A counter-offer is a rejection. You can't fall back on the first offer.

🐎

Landmark case · 1862 · Court of Common Pleas, England

Felthouse v Bindley

📋

What happened

An uncle wrote to his nephew: ‘If I hear no more about him, I consider the horse mine at £30 15s.’ The nephew never replied, but told the auctioneer to keep the horse out of a sale. It was sold by mistake.

❓

The question

Did the nephew's silence create a contract?

🔨

What the court held

No. He meant to sell but never told his uncle. Silence and an inward decision bound nobody.

What CLAT takes from it: Silence can't be made acceptance; an uncommunicated ‘yes’ is no ‘yes’.

How has CLAT asked it?

📝 Asked in CLAT 2019 · Q61 Mirror-image rule

Principle: Acceptance of proposal must be the exact mirror image of the proposal. Facts: ‘A’ made a proposal to ‘B’ to sell a chair for Rs. 500. ‘B’ is desirous of buying the said chair for Rs. 400.

Pick the most reasonable conclusion.

AB has accepted the proposal of A.

BB has not accepted the proposal of A.

CIt is not clear if B has accepted the proposal of A.

DIt is not clear whether A made a proposal to B.

Reveal answer + reasoning

Answer: B

Our solution; 2019 has no official key. A mirror of ‘₹500’ is ‘₹500’. Wanting to pay ₹400 is at best a counter-offer, and an unspoken wish isn't even communicated. No acceptance.

Why the others fail

A — a different price can never mirror the proposal.
C — the principle settles it; nothing is unclear.
D — A clearly proposed a sale at a stated price.

📝 Asked in CLAT 2019 · Q65 Acceptance by conduct

Principle: An agreement may be entered into orally, in writing, or by conduct. Facts: ‘A’ went to the shop of ‘B’ and picked a tooth brush and gave a cheque of Rupees twenty to B and left the shop.

Pick the most reasonable conclusion.

AA entered into an agreement with B.

BA did not enter into an agreement with B.

CPayment of tooth brush cannot be made through a cheque.

DA should have carried a currency note of Rupees twenty to make the payment.

Reveal answer + reasoning

Answer: A

Our solution; 2019 has no official key. Nobody spoke, but picking the brush and handing over payment, which B took, is agreement by conduct, as the principle allows.

Why the others fail

B — ignores the ‘by conduct’ limb.
C — the principle says nothing about payment mode.
D — payment mode is irrelevant to formation.

📝 Asked in CLAT 2021 · Q77 Acceptance by phone

The communication of an acceptance is complete, as against the proposer, when it is put in a course of transmission to him so as to be out of the power of the acceptor; as against the acceptor, when it comes to the knowledge of the proposer. … [Where parties] are in direct communication, as, for example, by telephone, no contract will arise until the offeror receives the notification of acceptance.

‘A’, who is in Mumbai, makes an offer for supply of goods to ‘B’, who is in Delhi, via a mobile phone call. During the same call, A's offer is absolutely and unconditionally accepted by ‘B’. According to the terms agreed between ‘A’ and ‘B’, goods are to be supplied at Pune and payment is to be made electronically. In the given situation, where is the contract concluded?

ANeither Mumbai, Delhi nor Pune as it is a telephonic contract

BPune

CDelhi

DMumbai

Reveal answer + reasoning

Answer: D

On a call, the passage says no contract arises until the offeror receives the acceptance. A hears B's ‘yes’ in Mumbai. Delivery and payment terms are distractions.

Why the others fail

A — the passage itself treats phone contracts as valid.
B — Pune is where performance happens.
C — Delhi is where the yes was spoken, not received.

💥 Myth vs fact

Traps students fall for

🙅 Myth

Once I've decided to accept, the contract exists.

Tap to bust it →

✅ Fact

An uncommunicated decision binds nobody until the offeror is told or the requested act is done.

🙅 Myth

If my counter-offer is refused, I can still accept the original.

Tap to bust it →

✅ Fact

The counter-offer rejected it. Your ‘acceptance’ is a new offer.

🙅 Myth

If the offer says ‘no reply means yes’, silence binds me.

Tap to bust it →

✅ Fact

The offeror can prescribe a mode of acceptance, not make silence one.

🙅 Myth

Accepting in the wrong mode is automatically void.

Tap to bust it →

✅ Fact

In India the offeror must object within a reasonable time, or he's bound.

🎯 Quick quiz

Is there a deal? 5 quick fact patterns

0 / 5

Aarav emails Zoya offering his guitar for ₹8,000. At the same minute, without seeing it, Zoya emails offering to buy it for ₹8,000.

Q1. Is there a contract?

Kabir offers Rohan 50 bags of rice at ₹2,000 each. Rohan asks, ‘Does that include unloading?’ No answer. Next day Rohan writes, ‘I accept.’

Q2. Is there a contract?

A study app emails Zoya: ‘Premium at ₹999/month starts unless you reply NO within 7 days.’ She ignores it.

Q3. Has Zoya accepted?

Assume: if acceptance isn't in the prescribed manner, the proposer may insist on it within a reasonable time; if he doesn't, he accepts the acceptance. Kabir's offer says ‘accept by email only’. Zoya accepts on WhatsApp. Kabir reads it, stays silent three weeks, then denies any contract.

Q4. Is Kabir bound?

Zoya posts ‘₹2,000 to whoever returns my lost phone.’ Rohan, who never saw the post, returns it, then hears of the reward.

Q5. Can Rohan enforce the ₹2,000 as a contract?

Now spot the counter-offer under the clock

Timed Contracts drills in the real CLAT exam screen, with full solutions.

Start a Contracts drill

🎯 In a nutshell

Offer + acceptance = agreement.
Mirror image: any change of terms is a counter-offer that kills the original.
Communicate it: silence or a private decision is no acceptance.
Right person: a specific offer by its addressee; a general offer by anyone who knowingly performs.
Mode: if you deviate, the offeror must object in reasonable time or be bound.

📎 Good to know, not to memorise

Indian Contract Act, 1872: proposal s.2(a); acceptance s.2(b); agreement s.2(e); communication ss.3–4; absolute acceptance and prescribed mode s.7; acceptance by performance s.8.
U.P. Rajkiya Nirman Nigam v Indure (SC, 1996): altering clauses in a draft made the reply a counter-proposal.
Phone contracts are made where acceptance is heard: Bhagwandas Goverdhandas Kedia v Girdharilal (SC, 1966). Cross offers: Tinn v Hoffman (1873). Inquiry isn't rejection: Stevenson v McLean (1880).

Frequently asked questions

What is the difference between an offer and an invitation to offer?

An offer binds you the moment the other side says yes. An invitation to offer only invites offers: a price tag, a menu, most adverts. At a shop counter, you make the offer and the shop accepts. The test is whether the statement shows a willingness to be bound.

Is a counter-offer the same as a rejection?

In effect, yes. It rejects the original offer and puts a new one on the table. If the counter-offer is refused, the original is gone, and accepting it later only makes a fresh offer. A mere question about the terms is not a counter-offer and leaves the offer alive.

Can acceptance be given without words?

Yes, by conduct, such as picking an item and paying for it, or by performing the act an offer asks for, like returning a lost pet for a reward. Bare silence never counts: doing and saying nothing is not a way of saying yes.

Can a person claim a reward without knowing about it?

Not as a contract. Acceptance responds to an offer, so someone who acts without knowing of the reward has accepted nothing. CLAT passages usually state this rule outright; if the facts say the person knew of the reward before acting, the claim works.

Is ‘I accept, subject to contract’ a valid acceptance?

Usually not. An acceptance made subject to a formal contract or someone's approval shows the person isn't ready to be bound yet, so it isn't an acceptance until the condition goes. A plain yes followed by a polite request, though, can still be valid.