HOW TO MAKE A LEGALLY BINDING ACCEPTANCE UNDER GHANAIAN LAW

Acceptance is the final and unqualified expression of assent to the terms of an offer. Under Ghanaian contract law, a legally binding acceptance must demonstrate a clear and unconditional agreement to all the terms presented by the offeror. Once acceptance occurs, a binding contract is formed, and the terms of the offer become enforceable obligations. The principles governing acceptance are shaped by common law, Ghanaian case law, and the Contracts Act 1960, Act 25.

WHAT COUNTS AS VALID ACCEPTANCE

A legally valid acceptance must satisfy the following principles:

1. Acceptance may be made by words, by conduct, or in writing.
2. The offeror may waive the requirement that acceptance be communicated.
3. The offeror may prescribe a specific method of acceptance.
4. Any attempt to modify the terms of the offer is not an acceptance and becomes a counteroffer offer which brings the original offer to an end.
5. A request for clarification or information is not a counteroffer and does not terminate the offer.

Acceptance must therefore be clear, final, and unconditional. Any deviation converts the response into a fresh offer.

ACCEPTANCE BY CONDUCT AND WAIVER OF COMMUNICATION

Acceptance may be made by conduct, especially where the offer invites performance.

In the case of Carlill v Carbolic Smokeball[1], the company advertised that money would be paid to anyone who used its product for two weeks and still suffered influenza. The court held that under a unilateral contract, acceptance may be made by conduct where communication has been waived. The plaintiff’s use of the product in accordance with the terms amounted to complete acceptance, and she became entitled to the promised payment.

ACCEPTANCE BY CONDUCT IN COMMERCIAL DEALINGS

In Brodgen v Metropolitan Railway Company[2], parties negotiated written terms for the sale of coal. The buyer never signed the agreement but continued trading on the new terms. The court held that acceptance may be inferred from conduct where the parties act consistently with the terms of the offer. Written signature is not always the decisive factor.

THE REQUIREMENT OF COMMUNICATION OF ACCEPTANCE

Acceptance must generally be communicated to the offeror unless waived.

In Fofie v Zanyo[3], the offer to sell a building was made by letter. The plaintiff never communicated his acceptance in any form. The court held that acceptance requires a clear and positive communication to the offeror. Mental acceptance is not enough. Since no communication occurred, no contract was formed.

ACCEPTANCE IN WRITING AND MERE ENQUIRIES

Acceptance made in writing must mirror the offer exactly.

In NTHC v Antwi[4], the plaintiff accepted the offer to purchase a bungalow and simply asked for payment instructions. The Supreme Court held that her acceptance was valid because the enquiry did not attempt to change any term of the offer. It was only a request for clarification, not a counteroffer.

In Stevenson Jacques v MacLean[5], a request for delivery details was treated as a mere enquiry.

COUNTER OFFERS AND TERMINATION OF THE ORIGINAL OFFER

A counteroffer terminates the original offer.

In Hyde v Wrench[6], the offeree responded to an offer of one thousand pounds with a counteroffer of nine hundred and fifty pounds. This extinguished the original offer. When he later attempted to accept the first price, there was no contract.

PRESCRIBED METHOD OF ACCEPTANCE

An offeror may prescribe how acceptance should be made. Alternative methods must be equally reasonable and effective.

In Tinn v Hoffman[7], acceptance was prescribed by return post, but the offeree communicated acceptance in person. The court held that it was valid because it was equally convenient and effective.

POSTAL ACCEPTANCE

Under the postal rule, acceptance becomes binding when the letter is posted unless the offeror requires receipt.

In Adams v Lindsell[8], acceptance posted before receipt of revocation created a binding contract. Revocation is only effective when received as shown in Byrne and Company v Leon Van Tienhoven[9].

SILENCE AS ACCEPTANCE

Acceptance must normally be expressed. Silence is not acceptance.

In Felthouse v Bindley[10], the court held that silence cannot be treated as acceptance unless the offeree actively relies on it, which did not occur.

ELECTRONIC AND DIGITAL ACCEPTANCE

Under the Electronic Transactions Act 2008 Act 772, digital signatures satisfy the requirement of signing. Electronic acceptance becomes effective when the message leaves the offeree’s control and enters the information system of the offeror.

TERMINATION OF THE POWER TO ACCEPT

The power to accept terminates by rejection, lapse of time, or revocation. In Aning v Kinful[11], the court assessed the reasonableness of time based on the facts. Revocation becomes effective only when received.

CONCLUSION

A legally binding acceptance in Ghana must be clear, final, unconditional, and communicated unless waived or demonstrated through conduct. Ghanaian courts focus on clarity, certainty, and fairness in determining whether parties have reached a binding agreement.

ILLUSTRATIVE CHECKLIST FOR VALID ACCEPTANCE

Use the following checklist to determine whether a legally binding acceptance has occurred under Ghanaian law:

1. Did the offeree clearly agree to all the terms of the offer
2. Was the acceptance final, unconditional, and free from any variation
3. Was the acceptance communicated to the offeror unless waived
4. Was acceptance made through words, writing, or conduct
5. If acceptance was by conduct, did the conduct clearly match the terms of the offer
6. If the offer prescribed a method of acceptance, was that method used, or was an equally reasonable alternative used
7. Was the response merely an enquiry or clarification rather than a counteroffer offer
8. Did the acceptance reach the offeror, or leave the information system of the offeree, in the case of electronic acceptance
9. Had the offer already lapsed, been revoked, or been terminated
10. Was the acceptance free from mistake, duress, or other vitiating factors

THREE PRACTICAL CASE STUDIES FOR APPLICATION

Case Study One

Ama receives an email from a supplier offering to sell ten boxes of office paper at a fixed price. She replies, asking whether delivery can be made on Tuesday. The supplier sells the goods to someone else, claiming that Ama made a counteroffer. Under the principles of NTHC v Antwi [12]and Stevenson Jacques v MacLean[13], Ama’s message is a mere enquiry. The acceptance remains available until she clearly rejects it or until it lapses.

Case Study Two

Kofi submits a written acceptance to purchase machinery from a distributor. He places the letter in the post on Monday. The distributor sends a revocation letter on Tuesday, which Kofi receives on Thursday. Under Adams v Lindsell [14]and Byrne and Company v Leon Van Tienhoven[15], the acceptance is binding from Monday when posted, and the revocation is ineffective because it was received after acceptance had occurred.

Case Study Three

A real estate developer offers to sell a property to Yaa and instructs her to accept by email. Yaa signs the acceptance letter digitally and sends it through the company’s online portal. Under the Electronic Transactions Act 2008, Act 772, the digital signature is valid, and the acceptance is binding once it leaves her system and enters the system designated by the offeror.

[1] [1893] 1 QB 256; [1891-4] All ER Reprint 127

[2] [1876] 2 A.C. 666

[3] [1992] 2 GLR 475 (SC)

[4] [2009] SCGLR 117

[5] [1880] 5 QBD 346; 42 LT 897

[6] (1840) 49 ER 132

[7] (1873) 29 LT 271

[8] 106 E.R. 250

[9] (1880) 5 CPD 344

[10] 142 E.R. 1037; Miller (1972) 35 MLR 489

[11] [1980] GLR 404

[12] ibid

[13] ibid

[14] ibid

[15] ibid