国际商法 Offer Acceptance.ppt

Acceptance must fit the terms of the offer exactly, otherwise it could lead to more negotiations, for example a counter-offer, but not a contract. However, it is sometimes difficult to see when acceptance takes place, as it does not always need to be communicated in words – it may be conduct. Brogden V Metropolitan Rail Co (1877) Brogden supplied the railway company with coal regularly, without a formal contract. Each time the railway company needed coal an order was placed and it was delivered. The company paid and both parties were happy with the arrangements. The railway company eventually created a written contract, and sent a copy to Brogden, who made amendments to the document, signed it and returned it. On arrival at the railway company’s office it was placed in a drawer, and the supply of coal continued.When a dispute subsequently arose the parties reffered to the document. On investigation it was found that there was an offer from the railway company, followed by a counter-offer from Brogden, with acceptance not immediate, but probably by the placing of an order and taking delivery of coal. The acceptance was not, then, the mental agreement to the counter-offer, but the external evidence of the agreement, by the actions later. A similar approach was taken in Trentham Ltd V Archital Luxifer (1993). The court looks through the eyes of a ‘reasonable man’ to see if a contract was made. Communication of acceptance Just making a mental decision to accept is not normally enough. The offeree must show in some positive way an intention to accept. Sometimes this will mean that acceptance has to be communicated to the offeror in a prescribed way. Prescribed acceptance If the offeror stipulates that an offer must be accepted in a certain way, then he is not bound unless acceptance is made in that way. If he request acceptance in writing, oral acceptance will not bind. However, it may be different if the offeror only suggests a method of acceptance. The principle arose