Difference between Offer and Acceptance in Any Contract

When it comes to legal contracts, there are two essential elements that must be present for the agreement to be considered valid: Offer and Acceptance. Understanding the difference between these two concepts is essential for anyone looking to enter into a legally binding agreement.


An offer is a proposal made by one party to another, outlining the terms of the proposed agreement. It can be made in writing or verbally, and it can be explicit or implicit. For example, if a company advertises a sale on their website, that is an offer. The company is proposing that if a customer purchases a certain product, they will receive a discount.

In legal terms, an offer must be clear, definite, and must contain all the essential terms of the agreement. The essential terms include the subject matter of the agreement, the price, the quantity, and the time of performance. An offer can also be revoked at any time before it is accepted.


Acceptance is the expression of willingness to be bound by the terms of an offer. It can be expressed in writing, verbally, or by conduct. For example, if a customer sees the sale on the company`s website and proceeds to add the discounted product to their cart, they are accepting the offer.

In legal terms, acceptance must be unqualified and must meet the terms of the offer. If the acceptance contains new terms or conditions, it is considered a counteroffer, which the original offeror can then accept or reject.

The difference between offer and acceptance:

The key difference between offer and acceptance is that an offer is the proposal of the terms of the agreement, while acceptance is the agreement to the terms proposed in the offer. Without an offer, there can be no acceptance, and without acceptance, there can be no agreement.

In summary, an offer is a proposal made by one party, while acceptance is the agreement to the terms of the offer made by the other party. Both elements are essential for a contract to be considered legally binding. It is important to ensure that both elements are clear and definite to avoid any confusion or misunderstandings.

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