Contract Acceptance in UK Law

Leading Cases
  • Heyman v Darwins Ltd
    • House of Lords
    • 20 Febrero 1942

    If one party so acts or so expresses himself, as to show that he does not mean to accept and discharge the obligations of a contract any further, the other party has an option as to the attitude he may take up. But repudiation by one party standing alone does not terminate the contract: it takes two to end it, by repudiation, on the one side, and acceptance of the repudiation, on the other.

    To say that the contract is rescinded or has come to an end or has ceased to exist may in individual cases convey the truth with sufficient accuracy, but the fuller expression that the injured party is thereby absolved from future performance of his obligations under the contract is a more exact description of the position. By that acceptance he is discharged from further performance and may bring an action for damages, but the contract itself is not rescinded.

  • Tekdata Interconnections Ltd v Amphenol Ltd
    • Court of Appeal (Civil Division)
    • 19 Noviembre 2009

    In my judgment, it is not possible to lay down a general rule that will apply in all cases where there is a battle of the forms. It always depends on an assessment of what the parties must objectively be taken to have intended.

  • Maredelanto Compania Naviera SA v Bergbau-Handel GmbH (The Mihalis Angelos)
    • Court of Appeal (Civil Division)
    • 01 Julio 1970

    If the contractual rights which he has lost were capable by the terms of the contract of being rendered either less valuable or valueless in certain events, and if it can be shown that those events were, at the date of acceptance of the repudiation, pre-destined to happen, then in my view the damages which he can recover are not more than the true value, if any, of the rights which he has lost, having regard to those pre-destined events.

  • Vitol S.A. v Norelf Ltd (Santa Clara)
    • House of Lords
    • 20 Junio 1996

    (2) An act of acceptance of a repudiation requires no particular form: a communication does not have to be couched in the language of acceptance. It is sufficient that the communication or conduct clearly and unequivocally conveys to the repudiating party that that aggrieved party is treating the contract as at an end.

  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 Julio 1992

    The fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations. It will often make it difficult to submit that the contract is void for vagueness or uncertainty. Specifically, the fact that the transaction is executed makes it easier to imply a term resolving any uncertainty, or, alternatively, it may make it possible to treat a matter not finalised in negotiations as inessential.

  • Butler Machine Tool Company Ltd v Ex-Cell-O Corporation (England) Ltd
    • Court of Appeal (Civil Division)
    • 25 Abril 1977

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Legislation
  • Sale of Goods Act 1893
    • UK Non-devolved
    • 1 de Enero de 1893
    ... ... Formation of the Contract. PART I ... Formation of the Contract ... Contract of Sale ... or rendering the same fit for delivery ... (3.) There is an acceptance of goods within the meaning of this ... section when the buyer does any ... ...
  • Unfair Contract Terms Act 1977
    • UK Non-devolved
    • 1 de Enero de 1977
    ... ... or restrict liability for negligence a person’s agreement to or awareness of it is not of itself to be taken as indicating his voluntary acceptance of any risk ... (F354) This section does not apply to—(a) a term in a consumer contract, or(b) a notice to the extent that it is a consumer ... ...
  • Sale of Goods Act 1979
    • UK Non-devolved
    • 1 de Enero de 1979
    ... ... not contain such a reference, this Act applies in relation to the contract concerned without such modification of the section ... (F495) Certain ... passes to the buyer:—(a) when he signifies his approval or acceptance to the seller or does any other act adopting the transaction;(b) if he ... ...
  • The Public Contracts Regulations 2015
    • UK Non-devolved
    • 1 de Enero de 2015
    ... ... notice” means the notice referred to in regulation 79(1) ;“contract notice” means the notice referred to in regulation 49 or, where ... ) rules relating to design and costing, the test, inspection and acceptance conditions for works and methods or techniques of construction and all ... ...
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Books & Journal Articles
  • Varying Contracts – Consideration, Form and Reality
    • No. 85-6, November 2022
    • The Modern Law Review
    • 0000
    In Ma Hongjin v SCP Holdings Pte Ltd, the Singapore Court of Appeal confirmed that only contract variations supported by consideration are legally binding, rejecting the suggestion that the accepta...
    ... ... are legally binding, rejecting the suggestion thatthe acceptance of practical benets has so diluted the doctrine of consideration as to ... modications are traditionally regarded as instances of contract for-mation but that analytical approach has often been criticised as ... ...
  • Grieving the loss of a public contract: De La Rue and the Brexit passport
    • No. 20-1, January 2020
    • Journal of Public Procurement
    • 20-37
    Purpose: This paper aims to examine how firms react to the loss of a major government contract. Reactions to contract loss are yet to be properly studied in public procurement. Design/methodology/...
    ... ... Depression setin after De La Rue admitted it would not appeal. Finally,acceptance was indicated by De La Rue pursuingnew opportunitiesin the product authentication market.Research limitations/implications –The study is based on a ... ...
  • The Employee Shareholder
    • No. 22-1, February 2015
    • Maastricht Journal of European and Comparative Law
    • 0000
    The aim of this paper is to discuss and analyse the impact of the new category of the employee shareholder within the context of the traditional theory of the contract of service and contract for s...
    ... ... shareholder within th e context of the traditional theory of the contract of serv ice and contract for services. A c ommentary on the provisions of ... One such issue concer ns the systematic o er of shares and acceptance of the loss of employee status, which may rend er the EU law requirements ... ...
  • Pacta Sunt Servanda: Contrasting Disgorgement Damages with Efficient Breaches under Article 74 CISG
    • No. 3, June 2018
    • LSE Law Review
    • Florence Eicher
    • LLM candidate, specialising in Competition, Innovation and Trade Law
    • 29-43
    The contractual remedy of disgorgement damages has increasingly gained acceptance in international legal practice. Disgorgement of profits can result from a situation in which contractual breach is...
    ... ... remedy of disgorgement damages has increasingly gained acceptance in international legal practice. Disgorgement of profits can result from a ... , ie profitability, over the proper fulfilment of the initial contract. In this situation, the aggrieved party can raise a claim for disgorgement ... ...
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Law Firm Commentaries
  • Contract Variations: Implied Acceptance?
    • JD Supra United Kingdom
    In Wess v Science Museum Group UKEAT/0120/14/DM, the Employment Appeal Tribunal (EAT) considered whether an employee had impliedly accepted a variation of her contract of employment by continuing t...
  • Contract formation – prescribed mode of acceptance can be waived by conduct
    • JD Supra United Kingdom
    In Reveille Independent LLC v Anotech International (UK) Ltd [2016] EWCA Civ 443 the Court of Appeal ruled that a binding contract can be made by the parties' conduct even when a written 'Deal Memo...
  • Reconsidering Repudiations of Contracts: Recent Developments
    • JD Supra United Kingdom
    A repudiation of a contract is a breach of contract by one party that is sufficiently serious to entitle the other party to treat the contract as terminated with immediate effect and to sue for dam...
    ... ... : Recent Developments By Oliver Browne A repudiation of a contract is a breach of contract by one party that is sufficiently serious to ... Company (No.2) [2002] 2 All ER (Comm), a middle ground between acceptance of repudiation and affirmation of the contract when the innocent party is ... ...
  • English Contract Law and Oral Contracts - Your Word May Still Be Your Bond
    • JD Supra United Kingdom
    Verbal contracts have their place in English law - Whether it was American movie mogul Samuel Goldwyn or the Australian/Irish politician Bryan O’Loghlen who first said, ‘A verbal contract is...
    ... ... appearances, agreed the same terms ... on the same subject matter, normally ... through offer and acceptance (Air ... Studios (Lyndhurst) Limited T/A ... Entertainment Group v Lombard ... North Central PLC [2012]). However, ... many ... ...
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Forms
  • Application for European Enforcement Certificate (Judgment in default of a defence or objection)
    • HM Courts & Tribunals Service court and tribunal forms
    County Court forms including the N1 money claim form.
    ... ... principal amount is ... Does the claim relate to a contract made by the debtor ... as a consumer for a purpose which may be regarded ... expressly accepted delivery by that method, a copy of the acceptance is attached to this form ... If you have ticked any of the boxes (e) to ... ...
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