Mental acceptance not evidenced by words or conduct is no acceptance

The rule. A proposal is accepted when the person to whom it is made "signifies his assent thereto" (s. 2(b)). To signify is to make known: the acceptance must be communicated to the proposer in some perceptible form before a contract arises. Section 3 says how: the communication of an acceptance is "deemed to be made by any act or omission of the party" accepting by which he intends to communicate it, or which has the effect of communicating it. An act, omission or conduct that does not in fact communicate anything is not enough, whatever the offeree may have decided within himself; a mere mental assent in his own mind is not communication.

Why the law insists on it. A contract binds both sides, so each must be able to know when it is bound. If a silent decision could conclude a contract, the proposer could never tell whether he had a bargain, and the offeree could later claim or deny one at will.

How assent may be shown.

• By words (express acceptance): spoken or written, in a letter, message or e-mail (s. 9).
• By conduct (implied acceptance): acceptance "otherwise than in words" (s. 9), including performing the conditions of the proposal (s. 8).
• Not by silence. Acceptance cannot be inferred from the offeree's silence or failure to reply, unless his earlier conduct has shown that his silence means assent; the proposer cannot impose silence as the mode of acceptance.

When the communication is complete (s. 4). As against the proposer, when the acceptance is put in a course of transmission to him so as to be out of the acceptor's power; as against the acceptor, when it comes to the proposer's knowledge. A decision that never leaves the acceptor's mind is never put in a course of transmission, so neither stage is reached.

Cases.

1. Brogden v. Metropolitan Railway Co. (1877). A supplier sent a proposed agreement for the supply of coal to the railway company's manager, who wrote "Approved" on it and put it in his drawer, meaning to send it on to the company's solicitors. Held, no contract arose from that act, as the manager's acceptance had not been communicated.
2. Felthouse v. Bindley (1862). An uncle offered to buy his nephew's horse, saying that if he heard no more he would consider the horse his. The nephew decided to sell and told his auctioneer to keep the horse out of a sale, but never replied to the uncle. When the auctioneer sold the horse by mistake, the uncle's claim failed: the nephew's acceptance had not been communicated to him.
3. Central Bank Yeotmal v. Vyankatesh (1949). A bank's resolution to sell land to a buyer was never communicated to him; held, there was no contract.

Examples (our own).

1. Silence. Arjun writes to Rohan offering his scooter for ₹40,000 and adds, "If I do not hear from you by Friday, I shall take it that you have bought it." Rohan decides in his own mind to buy but says and does nothing. There is no contract: Arjun cannot make silence the mode of acceptance, and Rohan's decision was never expressed.
2. Performance of the proposal's conditions. A bookseller in Kolkata posts a catalogue offering any listed title on cash payment; Meera sends the price for one title by money order without writing back. Performing the condition of the proposal is itself the acceptance (s. 8), so a contract is made.
3. Conduct. At a newspaper stall with no one attending, a reader takes a copy of the morning paper and drops its printed price into the box beside the stack. Without a word, his conduct communicates acceptance of the vendor's offer.
4. Decision kept in the mind. A housing society's managing committee resolves to accept a painter's quotation, but the secretary forgets to tell the painter, who meanwhile takes another job. There is no contract with the society: its decision never reached him.

Conclusion. The statement is correct. Acceptance must be signified by words or conduct and communicated to the proposer; until it is, there is no acceptance in law, however firmly the offeree has made up his mind.