BetterLawNotes-5 (2)


To say that a contract comes into being when an offer is accepted is a little misleading. For, generally, a contract comes into being only when acceptance of an offer is communicated by the offeree to the offeror:

‘The ordinary rule is, that to constitute a contract there must be an offer, an acceptance, and a communication of that acceptance to the person making the offer . . .’

Henthorn v Fraser [1892] 2 Ch 27, 35 (Kay LJ).

See also In re National Savings Bank Association; Hebb’s Case (1867) LR 4 Eq 9, 12: ‘I am of opinion that an offer does not bind the person who makes it until it has been accepted, and its acceptance has been communicated to him or his agent’ (Lord Romilly MR).

In order to determine when acceptance has been communicated, it may be necessary to consider the means of communication and, in particular, whether the communication occurs instantaneously or not.

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