Acceptance | AQA A-Level Law
For Specification 7162
AQA A-Level Law | Free Revision Notes
Estimated study time: 35–45 minutes
A valid contract requires agreement, and acceptance is the response that turns an existing offer into that agreement. This Acceptance A-Level Law revision page explains the principles governing acceptance, including the need to accept the terms offered, communication, silence, counter offers, requests for information and acceptance by conduct. It develops offers and invitations to treat [Offers and invitations to treat] and prepares you for the more detailed rules on the postal rule and electronic communications [Postal rule and electronic communications].
Learning Objectives 🎯
By the end of this revision page, you should be able to:
Define acceptance in the formation of a contract.
Explain the principles governing valid acceptance.
Distinguish acceptance from a counter offer and a request for further information.
Explain why silence will not normally amount to acceptance.
Explain how acceptance may occur through words or conduct.
Apply the rules to a sequence of contractual negotiations and determine whether valid acceptance has occurred.
Revision Notes 📚
Acceptance A-Level Law revision: what is acceptance?
Acceptance is the final and unqualified agreement to the terms of an existing offer.
Its significance can be shown simply:
offer + valid acceptance = agreement
Agreement is one of the essential requirements of contract formation identified by AQA, alongside consideration and intention to create legal relations. AQA specifically requires students to understand offer and acceptance and, within the theory of contract law, an outline of the principles governing acceptance.
Acceptance therefore cannot be considered in isolation. Before asking whether a communication is an acceptance, you must first identify:
whether a valid offer exists
what the terms of that offer are
whether the offer is still open
whether the offeree has validly accepted it.
This makes your understanding of contractual offers [Offers and invitations to treat] essential.
Acceptance must correspond with the offer
For acceptance to create agreement, the offeree must accept the offer that has actually been made.
If the offeree attempts to change the proposed terms, the response will not normally amount to acceptance.
For example:
Alex: "I will sell you my bicycle for £400."
Blake: "I agree to buy it for £350."
Blake has not accepted Alex's £400 offer. Blake has proposed different terms.
The response may instead amount to a counter offer.
Counter offers
A counter offer occurs where the offeree responds to an offer by proposing different contractual terms.
A counter offer has two important consequences:
it is not an acceptance
it normally rejects the original offer.
The principle is illustrated by Hyde v Wrench, which appears repeatedly in AQA mark schemes and examiner materials concerning agreement.
Imagine:
Dana: "I will sell you my laptop for £700."
Ellis: "I will pay £600."
Ellis has made a counter offer.
If Dana rejects the £600 proposal, Ellis cannot ordinarily then say:
"Fine, I accept the original £700 offer."
The original offer has already been rejected by the counter offer.
Why counter offers matter
Counter offers are especially important in longer negotiations.
Students sometimes see the word "accept" in a scenario and assume that acceptance has occurred.
However, the substance of the response matters more than the label used by the parties.
For example:
Farah offers to sell a set of shelves for £150, including delivery.
Greg replies, "I accept your £150 price, but I will collect them myself."
The response changes an important proposed term.
AQA's 2024 examiner report considered a similar negotiation and treated a response expressed as an acceptance, but containing a substantially different arrangement for possession of the goods, as a counter offer rather than an acceptance.
💡 Exam point: Do not decide that acceptance occurred just because the person used words such as "I accept". Check whether the terms actually correspond with the offer.
Counter offer or request for further information?
Not every response that asks a question or discusses the terms is a counter offer.
A request for further information seeks clarification or additional information without necessarily rejecting the offer.
This distinction is illustrated by Stevenson v McLean, which is specifically identified in AQA assessment material.
Compare:
Counter offer
"I will pay £4,000 instead of £5,000."
This proposes a different bargain.
Request for information
"Would you be willing to accept payment in two instalments?"
This might merely ask whether another arrangement is possible rather than reject the original offer.
The distinction matters because:
a counter offer normally terminates the original offer
a request for further information normally leaves the original offer available for acceptance.
Look at the whole negotiation
The legal effect of a communication depends on its wording and context.
AQA examiner reports emphasise that contractual negotiations may be capable of more than one reasonable interpretation. Stronger students identify these possibilities rather than simply attaching a label to each sentence with no explanation.
A useful approach is to ask:
Is the person saying yes to the existing terms?
Are they proposing different terms?
Are they merely asking for more information?
Are they postponing their decision?
This makes your legal analysis much more precise.
Acceptance will normally need to be communicated
The general principle is that acceptance normally requires some form of external communication to the offeror.
The offeree must generally do something that objectively indicates acceptance.
This may occur through:
spoken words
written words
conduct.
AQA's 2024 examiner report describes the usual requirement as some external conduct through which acceptance is communicated.
An offeree merely deciding privately:
"I accept"
does not normally create a contract.
The offeror must ordinarily receive an appropriate indication of acceptance.
Silence is not normally acceptance
A particularly important consequence of the communication requirement is that silence will not normally amount to acceptance.
The offeror cannot generally tell the offeree:
"If I do not hear from you by Friday, I will assume you have accepted."
and then create a contract merely because the offeree does nothing.
Felthouse v Bindley is the authority repeatedly used in AQA materials for the principle that silence is insufficient as acceptance.
The basic rule protects the voluntary nature of contracting.
An offeror cannot normally impose contractual liability upon another person by declaring that their failure to respond will count as agreement.
This connects with freedom of contract [Freedom of contract], because contractual obligations should arise from voluntary agreement.
Silence and rejection are not the same thing
Be careful with the legal effect of silence.
Silence generally does not amount to acceptance.
However, silence does not necessarily amount to rejection either.
This distinction was important in AQA's 2024 examination. Elena's failure to respond to a counter offer for two days could not constitute acceptance, but her silence did not itself necessarily reject the counter offer. The question then became whether the offer remained available or had ended through lapse of time.
So:
silence ≠ acceptance
but also:
silence does not automatically = rejection
You must consider what happens to the offer separately.
Acceptance through conduct
Acceptance does not always require the offeree to say or write:
"I accept."
Conduct can communicate acceptance where the circumstances show objectively that the offeree is accepting the offer.
Suppose Holly offers to sell Ian a table for £100 and tells him that he can collect it the following morning if he accepts.
If Ian arrives with the agreed £100 and attempts to collect the table, his conduct may provide evidence of acceptance, provided the offer still exists at that point.
AQA's 2024 mark scheme specifically allowed for the possibility that an offeree who arrived with the required payment and in order to collect the goods had accepted a counter offer by conduct.
The key question is:
Does the conduct objectively demonstrate acceptance of the terms offered?
Acceptance in unilateral contracts
Acceptance operates differently in a unilateral contract.
As you saw in offers and invitations to treat [Offers and invitations to treat], a unilateral offer contains a promise in return for specified conduct.
The required conduct itself can constitute acceptance.
For example:
"I will pay £500 to anyone who finds and returns my missing dog."
The offeree does not normally accept by promising to search.
Acceptance occurs by performing the specified act, finding and returning the dog.
AQA examiner materials explain that the normal requirement for a separate communication of acceptance is dispensed with in such a unilateral arrangement because acceptance takes place through performance of the act itself.
Beginning an act is not necessarily acceptance
Take care to identify exactly what conduct the offer requires.
Suppose the offer is:
"I will pay you £2,000 if you introduce me to a seller of a particular watch."
Searching for a seller is not necessarily the act requested.
The required acceptance is the actual introduction.
This distinction was central to AQA's 2022 examiner report. Students often treated preliminary effort as though it were acceptance of the unilateral offer, even though the specified act had not yet been completed.
When applying a unilateral offer, ask:
What precise act has been requested?
Has the offeree completed that act?
Was the offer still available when the act was completed?
Prescribed methods of acceptance
An offeror may specify how an offer is to be accepted.
For example:
"Accept by replying to this email by Friday."
or
"Acceptance must be delivered to my office."
AQA's 2024 examiner report confirms the principle that an offeror is entitled to specify a precise method by which an offer may be accepted.
When a scenario contains instructions about acceptance, pay close attention to their wording.
Ask:
Has a specific method been stated?
Has the offeree followed it?
Does the wording indicate that only that method will be effective?
The precise operation of communication rules, particularly where post and electronic methods are involved, is developed in postal rule and electronic communications [Postal rule and electronic communications].
Acceptance must take place while the offer exists
There can be no valid acceptance of an offer that has already ended.
This means that an acceptance question may require you to determine whether the offer has previously terminated.
AQA assessment materials identify possible termination through matters such as:
rejection
counter offer
lapse of time
revocation.
For example, a delayed communication that appears to be an acceptance may be ineffective if the offer has already lapsed.
In AQA's 2023 assessment, a purported acceptance made four days after the relevant communication required students to consider whether the offer was still available or whether a reasonable time had elapsed.
This is why a strong agreement analysis asks:
Was there still an offer available to accept at this precise point in the negotiations?
The detailed rules concerning how offers terminate are developed further in offer [Offer].
Acceptance after a counter offer
If the offeree makes a genuine counter offer, the original offer is normally rejected.
The original offer therefore cannot ordinarily be revived simply because the offeree later changes their mind.
Example:
Jaya: "I will sell you my camera for £900."
Kai: "I will give you £800."
Jaya: "No."
Kai: "In that case, I accept your £900 offer."
Kai's £800 response was a counter offer.
The original £900 offer was rejected, so there is no longer an offer for Kai to accept unless Jaya renews it.
This is why the distinction between a counter offer and a request for information is so important.
Requests for information preserve the possibility of acceptance
Compare the previous example with:
Jaya: "I will sell you my camera for £900."
Kai: "Does that price include the camera case?"
This could simply be a request for further information.
If so, the original £900 offer may remain available.
Kai could potentially accept it later, provided it has not ended for some other reason.
This distinction between counter offers and requests for information has repeatedly appeared in AQA assessment materials.
Acceptance and changing circumstances
Something may happen outside the negotiations that changes what one party wants to do.
For example, an offeree may buy a similar item from somebody else.
That does not automatically terminate an offer already made by the offeree.
In the 2023 examination, students sometimes argued that a person had revoked an offer simply by buying another racing bicycle. However, that fact had not been communicated to the other party, so it could not itself operate as an effective revocation.
The lesson for acceptance questions is simple:
Analyse the communications between the parties, not merely their private thoughts or unrelated actions.
A step-by-step method for contractual negotiations
When applying the rules of acceptance, work chronologically.
Step 1: Identify the first relevant offer
Do not analyse an "acceptance" until you know what offer is supposedly being accepted.
Step 2: State its precise terms
Identify:
subject matter
price where relevant
other important conditions
any prescribed method of acceptance.
Step 3: Examine the response
Ask whether it is:
acceptance
counter offer
request for further information
rejection
merely silence.
Step 4: Consider the effect on the offer
If there was a counter offer, has the original offer been terminated?
If there was merely a request for information, does the original offer remain available?
Step 5: Check communication
Was acceptance communicated in a legally sufficient way?
Could conduct constitute acceptance?
Is it a unilateral contract in which the specified performance itself constitutes acceptance?
Step 6: Check that the offer still existed
Consider whether it had already ended through:
rejection
counter offer
lapse of time
revocation.
Step 7: Reach a conclusion
State clearly:
"Therefore, a valid acceptance probably did/did not occur and an agreement was/was not formed."
Worked application: counter offer
Maya tells Noah:
"I will sell you my bicycle for £600."
Noah replies:
"I will buy it for £500."
Maya refuses.
Noah then states:
"All right, I accept £600."
Apply the rules:
Maya made an offer at £600.
Noah did not accept it.
His £500 proposal changed the price and was a counter offer.
Under the principle illustrated by Hyde v Wrench, this rejected the original £600 offer.
Noah therefore could not subsequently accept the original offer unless Maya renewed it.
Conclusion: no agreement has been formed on these facts.
Worked application: request for information
Priya offers to sell Quinn a car for £8,000.
Quinn asks:
"Would you include the spare set of tyres?"
Priya replies:
"No."
Quinn immediately states:
"I accept your £8,000 offer."
The first issue is whether Quinn's question was a counter offer or merely a request for further information.
If it was simply a request for information, following the principle illustrated by Stevenson v McLean, the original £8,000 offer remained available.
Quinn's later statement could therefore amount to valid acceptance, provided the offer had not ended for some other reason.
Worked application: silence
Ravi offers to sell a desk to Sofia for £300 and states:
"If I hear nothing from you by Friday, I will assume you agree."
Sofia reads the message but does not respond.
Under the general principle illustrated by Felthouse v Bindley, Ravi cannot normally impose acceptance on Sofia merely through her silence.
Conclusion: Sofia's failure to respond does not itself create an agreement.
Worked application: conduct
Tara offers to sell Umar a cabinet for £200 and tells him:
"Come tomorrow morning with £200 if you want it."
Umar arrives the following morning with £200 and asks to collect the cabinet.
His conduct may objectively demonstrate acceptance of Tara's offer, provided the offer has not already terminated.
A scenario like this requires analysis of both:
the conduct relied upon as acceptance
whether the offer was still open at the time.
Agreement is a sequence, not a collection of definitions
AQA examiners repeatedly emphasise the importance of following negotiations in a logical sequence.
In the 2023 examination, stronger answers carefully examined alternative legal interpretations of successive communications. Weaker answers tended to introduce offer and acceptance rules in a haphazard order and struggled to reach a coherent conclusion.
For example, instead of writing:
"A counter offer rejects an offer. Silence is not acceptance. A request for information is different."
write:
"A made the initial offer. B's response altered the proposed price and is therefore likely to be a counter offer rather than acceptance. That counter offer rejected A's original offer. Consequently, B's later attempt to accept the original price cannot create agreement."
That is application, not just knowledge.
Acceptance and the next stage of your study
At this stage, the key principle is that acceptance must normally be a clear, valid response to an existing offer and must ordinarily be communicated.
The method and timing of communication can create additional difficulties.
The next lesson, postal rule and electronic communications [Postal rule and electronic communications], examines:
the rationale for the postal rule
when postal acceptance may take effect
how the rules relate to electronic communications.
You will later return to the detailed substantive rules before combining both sides of agreement in offer and acceptance problems [Offer and acceptance problems].
Key Words 🔑
Key word | Student-friendly definition | How it may be used in an exam |
Acceptance | Final and unqualified agreement to the terms of an existing offer. | Use it to decide whether the parties have reached agreement. |
Counter offer | A response proposing different terms rather than accepting the original offer. | Use it where the offeree changes price, obligations or another proposed term. |
Request for further information | A request for clarification or more information that does not necessarily reject the offer. | Use it to distinguish continued negotiations from a counter offer. |
Communication | An external indication that the offeree has accepted the offer. | Use it when deciding whether the offeror has received a valid acceptance. |
Acceptance by conduct | Acceptance shown through actions that objectively demonstrate agreement to the offer. | Use it where the offeree performs conduct rather than expressly stating acceptance. |
Hints from the Examiner Reports 💡
Examiner hint: Analyse negotiations chronologically. The 2023 report found that stronger responses worked through each communication and recognised alternative interpretations, while weaker responses introduced rules in a confused order and struggled to reach a legally supported conclusion.
Examiner hint: Do not assume that the word "accept" proves acceptance. In the 2024 examination, a response expressed as acceptance actually changed an important term and therefore amounted to a counter offer. Always compare the response with the original offer.
Examiner hint: Silence is not normally acceptance. The 2024 report praised students who recognised that two days of silence could not amount to acceptance under the principle in Felthouse v Bindley.
Examiner hint: Distinguish a counter offer from a request for further information. AQA has repeatedly assessed this distinction, and it can determine whether the original offer survives and remains available for later acceptance.
Examiner hint: Stay within the issue identified by the question. Examiner reports warn against spending valuable time explaining consideration and intention to create legal relations where the instruction specifically requires analysis of agreement.
Examiner hint: In unilateral contracts, identify the precise act that constitutes acceptance. Students in 2022 often confused preliminary conduct with completion of the act actually required by the offer.
Common Mistakes ⚠️
Mistake: Treating any positive response as acceptance
Why this is incorrect:A response that changes the terms is a counter offer rather than an acceptance, even if the offeree says "I accept".
How to improve:Compare the original offer and the response term by term before classifying the communication.
Mistake: Confusing a counter offer with a request for information
Why this is incorrect:A counter offer proposes a different bargain and normally rejects the original offer. A request for information may merely seek clarification and leave the original offer intact.
How to improve:Ask whether the offeree is proposing different terms or merely asking a question about the existing offer.
Mistake: Assuming silence creates a contract
Why this is incorrect:The offeror cannot normally impose contractual liability simply by stating that silence will count as acceptance.
How to improve:Look for words or conduct objectively communicating acceptance.
Mistake: Treating private intention as acceptance
Why this is incorrect:Merely deciding mentally to accept does not normally communicate agreement to the offeror.
How to improve:Identify the external communication or conduct relied upon as acceptance.
Mistake: Trying to accept an offer that no longer exists
Why this is incorrect:An offer terminated by rejection, counter offer, revocation or lapse of time cannot ordinarily be accepted afterwards.
How to improve:Before analysing acceptance, ask whether the offer remained open at that exact point in the chronology.
Mistake: Treating preliminary conduct as completed acceptance of a unilateral offer
Why this is incorrect:The required conduct depends on the terms of the unilateral offer. Beginning preparations may not be the act specified.
How to improve:Quote or identify the exact act required by the offer and compare it with what the offeree actually did.
Exam-Style Questions ✍️
Question 1
Which one of the following best describes valid acceptance?
A. Any response made to an offer
B. Final and unqualified agreement to the terms of an existing offer
C. A request for information about an offer
D. Any conduct carried out after an offer is received
[1 mark]
Question 2
State two consequences of a counter offer.
[2 marks]
Question 3
Explain the distinction between a counter offer and a request for further information.
[4 marks]
Question 4
Amira offers to sell Ben a guitar for £900.
Ben replies:
"Would you include the guitar case for that price?"
Amira replies:
"No."
Ben immediately says:
"I accept your offer of £900 for the guitar."
Explain whether Ben's first response prevents his later statement from amounting to acceptance.
[5 marks]
Question 5
Clara writes to Dev:
"I will sell you my bicycle for £450. If I do not hear from you by Friday, I will assume that you accept."
Dev reads the message but says and does nothing before Friday.
Explain whether a valid acceptance has occurred.
[5 marks]
Question 6
Esha offers to sell Farid a table for £250, including delivery to Farid's home.
Farid replies:
"I accept the £250 price, but I will collect the table myself."
Esha does not respond. The next morning Farid arrives at Esha's house with £250 and asks to collect the table.
Analyse whether a contract has been formed.
[10 marks]
Question 7
Georgia tells Harry:
"I will pay you £800 if you find my missing painting and return it to me."
Harry begins searching and spends £100 travelling to different locations. He has not yet found the painting.
Analyse whether Harry has accepted Georgia's offer merely by beginning his search.
[10 marks]
Question 8
Imogen offers to sell Jacob a computer for £1,200.
Jacob replies:
"I will pay £1,000."
Imogen refuses.
Jacob then says:
"All right. I accept your original price of £1,200."
Advise Jacob whether agreement has been formed.
[10 marks]
Question 9
Kiran offers to sell Leila some furniture. Over the next four days the parties exchange several messages discussing the price and arrangements for collection. Leila eventually sends a message stating that she accepts Kiran's earlier proposal.
Explain how a court should approach deciding whether valid acceptance has occurred.
[15 marks]
Answers and mark scheme
Question 1
Answer: B
Acceptance is final and unqualified agreement to the terms of an existing offer.
1 mark
Question 2
Award 1 mark each for:
the counter offer is not an acceptance
the counter offer normally rejects or terminates the original offer.
Maximum: 2 marks
Question 3
Indicative content:
A counter offer proposes different contractual terms.
It normally rejects the original offer.
A request for further information merely seeks clarification or additional information.
A request for information does not normally terminate the original offer.
Hyde v Wrench and Stevenson v McLean may be used as supporting authority.
Maximum: 4 marks
Question 4
Indicative content:
Amira has made an offer at £900.
Ben asks whether the case would be included.
His response may be characterised as a request for further information rather than a counter offer.
The principle illustrated by Stevenson v McLean is relevant.
If it is a request for information, Amira's original offer remains available.
Ben's later clear statement may therefore constitute acceptance.
On these facts, agreement is likely to have been formed, assuming the offer remained available.
Maximum: 5 marks
Question 5
Indicative content:
Acceptance normally requires communication.
An offeror cannot ordinarily impose acceptance upon an offeree simply through silence.
Felthouse v Bindley supports the principle.
Dev has not communicated acceptance by words or conduct.
Clara's statement cannot by itself turn Dev's silence into acceptance.
Conclusion: no valid acceptance has occurred.
Maximum: 5 marks
Question 6
Indicative content:
Esha made an offer for £250 including delivery.
Farid's response altered the proposed method of transfer by requiring collection rather than delivery.
This is likely to be a counter offer rather than acceptance.
The original offer would therefore be rejected.
Esha's silence does not amount to acceptance of Farid's counter offer.
However, Farid's arrival with £250 is not acceptance of his own counter offer.
The important issue is whether Esha has communicated acceptance of Farid's counter offer.
On the stated facts, she has not.
Therefore, a contract is unlikely to have been formed merely from this sequence.
Credit a reasoned alternative interpretation where properly supported.
Maximum: 10 marks
Question 7
Indicative content:
Georgia has made a unilateral offer.
The promise is £800 in return for the specified act.
The required act is finding and returning the missing painting.
Harry does not need to make a reciprocal promise.
However, beginning to search is not the same as completing the act required by the offer.
His £100 expenditure is preliminary conduct.
He has not yet completed the specified acceptance.
Therefore, the main unilateral contract has not yet been formed merely because he began searching.
A strong response may recognise that rules concerning attempts to revoke an offer once performance has begun raise a separate issue, but this should not be confused with saying that the required act has already been completed.
Maximum: 10 marks
Question 8
Indicative content:
Imogen made an offer to sell for £1,200.
Jacob's £1,000 response proposed a different price.
It was therefore a counter offer.
Under the principle illustrated by Hyde v Wrench, the counter offer rejected the original offer.
Imogen refused the counter offer.
Jacob's later attempt to accept £1,200 cannot ordinarily revive the original offer.
Imogen would need to renew the £1,200 offer before Jacob could accept it.
Conclusion: no agreement has been formed on the stated facts.
Maximum: 10 marks
Question 9
Indicative content may include:
identify the first valid offer
determine its precise terms
analyse each subsequent communication chronologically
distinguish acceptance from counter offers
distinguish counter offers from requests for further information
recognise that a counter offer normally terminates the original offer
recognise that a request for information normally does not
determine whether any purported acceptance corresponds exactly with an existing offer
consider whether acceptance was communicated by words or conduct
recognise that silence will not normally amount to acceptance
determine whether any offer had already ended through rejection, counter offer, revocation or lapse of time
examine whether the four-day delay affected the continued existence of the relevant offer
consider reasonable alternative interpretations where the wording of the negotiations is ambiguous
reach a conclusion based upon the complete sequence rather than analysing individual messages in isolation.
A high-level answer should present a clear chronological legal argument. It should not merely list acceptance rules or assume that the final use of the word "accept" necessarily creates an agreement.
A substantiated conclusion should explain that Leila's final message can create a contract only if it represents valid acceptance of an offer that still existed at that point.
Maximum: 15 marks
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