Agreement to all the terms of an offer by words or conduct.Acceptance must fit the terms of the offer exactly, otherwise it could lead to
more negotiations, for example a counter-offer, but not to 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 by conduct.
The negotiations between parties may have covered a long period of time and
be contained in much paperwork, and then it is especially difficult to pinpoint
the exact moment of acceptance. This is seen in the following case.
Offer and acceptance 21Figure 2.4
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
referred 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,