Principles of Contract Law

Author: Xie Huaiti et al. / Country:
Publisher:
Publishing Date: 2000-01-01
Features: Excerpt According to Article 22 of the "Contract Law," the offeror's acceptance shall be expressed through notification, meaning that acceptance must be made explicitly. The offeror may make a notification of acceptance in writing or orally. However, if the transaction custom or the offer indicates that acceptance may be made through conduct, the offeror may accept through conduct. If the offer specifies the method of acceptance and stipulates that this method constitutes a formal requirement of the contract, the offeror must comply with the method specified in the offer. If the offer does not constitute a formal requirement of the contract regarding the method of acceptance, the offeror shall have the right to choose a method of acceptance that is not inferior in actual effect to the method specified in the offer. For example, if the offer requires acceptance to be made in writing, an oral acceptance shall be ineffective because the oral form is less accurate and reliable than the written form. If the offer requires acceptance to be made by letter, and the offeror accepts by fax, such acceptance shall be considered valid because fax is also a written form and is faster than a letter, typically not inferior to the effect achievable through a letter. If the offer does not specify the method of acceptance, the offeror may accept through any appropriate explicit notification method. The form of the offer itself should not have the power to prescribe the method of acceptance. For instance, even if the offer is in written form, acceptance may still be made orally. The effectiveness of the acceptance should not be denied solely because there is a formal inconsistency between the acceptance and the offer.
(II) Acceptance must be made to the offeror
Acceptance is an agreement with the offer, which is the offeror's expression of consent to enter into a contractual relationship with the offeror according to the terms of the offer. Therefore, acceptance must be made to the offeror. An acceptance made to a non-offeror shall be ineffective and cannot establish the anticipated contractual relationship between the offeror and the offeror. Acceptance may be made directly to the offeror or to the agent of the offeror. If the offeror dies but the performance of the contract does not have a specific personal nature, meaning that the offeror does not need to personally perform, the offeror may make acceptance to the successor of the offeror.
(III) The content of the acceptance should be consistent with the content of the offer
Acceptance is the offeror's expression of consent to the offer, and therefore the content of the acceptance must be consistent with the content of the offer. If the content of the acceptance is inconsistent with the content of the offer, it is equivalent to the offeror altering the main terms or conditions of the contract stipulated in the offer. Such acceptance should be regarded as a rejection of the original offer and the proposal of a new offer. However, regarding the consistency between the content of the acceptance and the content of the offer, a rigid and mechanical understanding must be avoided. The consistency between the content of the acceptance and the content of the offer primarily refers to the agreement in meaning between the two parties, rather than complete consistency in language or wording. If the content of the acceptance is consistent with the content of the offer in meaning, even if there are differences in language or wording, as long as they do not affect the unified understanding of the agreement, the content of the acceptance should be considered consistent with the content of the offer. The consistency between the content of the acceptance and the content of the offer refers to the consistency in substantive content. If the content of the acceptance is consistent with the content of the offer in substance, even if other aspects of the offer are altered, the acceptance remains valid. For example, Article 19 of the "United Nations Convention on Contracts for the International Sale of Goods" stipulates that if the acceptance adds, restricts, or modifies the content of the offer non-substantially, unless the offeror promptly objects or the offer explicitly states that the acceptance may not add, restrict, or modify the content of the offer in any way, the acceptance shall still be valid, and the content of the contract shall be determined by the content of the acceptance. China's "Contract Law" divides the modification of the offer's content by the acceptance into substantial and non-substantial modifications. If the acceptance makes a substantial modification to the content of the offer, it constitutes a new offer (Article 30). If the acceptance makes a non-substantial modification to the content of the offer, unless the offeror promptly objects or the offer indicates that the acceptance may not make any modification to the content of the offer, the acceptance is valid, and the content of the contract shall be determined by the content of the acceptance (Article 31).