Glossary
Offer and acceptance
offer and acceptanceOffer and acceptance is how a bargain is formed in England and Wales: one side makes a clear offer and the other accepts the same terms. A counter-offer kills the original offer. A price list or advert is usually only an invitation to treat. Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 is the classic case.More in the glossary is how a bargain is formed in England and Wales: one side makes a clear offer and the other accepts the same terms. A counter-offer kills the original offer. A price list or advert is usually only an invitation to treat. Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 is the classic case.
Last updated 28 October 2026
Formation is not a ceremony. A clear offer plus an acceptance on the same terms, with consideration and intention to create legal relations, is a contract. Hyde v Wrench (1840) 3 Beav 334 still stands: a counter-offer rejects what was on the table. Gibson v Manchester City Council [1979] 1 WLR 294 is why “we may be prepared to sell” is not an offer.
On Contracts.io the offer is the shared draft and the acceptance is the e-signature on the frozen wording. Lex will not treat a chat “looks fine” as the contract. If the other side marks the paper, that is a counter-offer until both sides sign the same executed version.
Is a price list or a website an offer?
Usually no. Displaying a price is an invitation to treat: the customer makes the offer and the seller accepts. Pharmaceutical Society of Great Britain v Boots [1953] 1 QB 401 is the shop-shelf case. A detailed proposal that says “this is an offer, open until Friday” is different. Write which you mean.
What happens if I change a term when I reply?
You have made a counter-offer. The original offer dies and cannot later be accepted unless it is put back on the table. A “yes, if you also…” email is the usual freelance version. Put the change in a redline on one shared page so both sides see the live offer.
Do we need signatures for offer and acceptance?
Not at common law. Conduct can accept: starting the work, sending the files, paying the deposit. A signature is still the clean proof. After a variation clauseA variation clause says how the signed contract can be changed. In England and Wales, if the clause requires changes to be in writing and signed, an oral variation is not effective: Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24. The usual commercial form is a no-oral-modification line.More in the glossary clause, later changes need the form the paper names: Rock Advertising [2018] UKSC 24. First formation and later addendumAn addendum is a short, written change to an existing contract, signed by both sides so the original terms stay the same except for what the addendum updates.More in the glossary are different questions.
How do we keep one offer on the table?
One draft, one link, one executed version. A stack of “v7_final_USE_THIS” files is several offers at once. Lex keeps the live wording in one place. When both sides e-sign, that is the acceptance. A later job is a new statement of work, not a silent extra offer.
A worked example
A studio emails a two-page proposal: £4,800, three pages, Friday delivery, “this offer lapses on 20 May.” The client replies “yes — add a fourth page at the same fee.” That is a counter-offer. The studio sends a shared contract with four pages and £6,200. Both sides e-sign that page. The original £4,800 offer is gone.
How it shows up in a contract
Sample wording · our own drafting
The Supplier offers to perform the Services on the terms of this agreement. This offer remains open until [date], after which it lapses. The Client accepts by signing. A reply that changes a term is a counter-offer and is not an acceptance of this offer.
In Plain English
This paper is the offer. It dies on the named date if it is not signed. Signing is acceptance. A reply that changes a term is a new offer, not a yes.
Common mistakes
- Treating a price list, rate card or “we may be able to” email as a binding offer.
- Accepting an old quote after sending a counter-offer. Hyde v Wrench says the original offer is dead.
- Starting work on a “yes, but change the date” email and arguing later about which terms applied.
- Leaving two different drafts in circulation and calling both the contract.
Frequently asked questions
What is offer and acceptance?
The pair of acts that form a bargain: a clear offer and an acceptance on the same terms. With considerationConsideration is what each party gives or promises in exchange for the other's promise in a contract.More in the glossary and intention, that is a contract in England and Wales.
Is a price list an offer?
Usually no. It is an invitation to treat. The customer offers; the seller accepts. A proposal that says it is an offer and names an expiry is different.
What happens if I change a term when I reply?
You make a counter-offer and kill the original offer (Hyde v Wrench (1840) 3 Beav 334). The other side must accept your new terms.
Do we need signatures for offer and acceptance?
No. Conduct can accept. A signature on one frozen page is still the clean proof. See /glossary/e-signatureAn e-signature is any electronic way of showing agreement to a document, such as a typed name, a drawn signature or a click.More in the glossary and /glossary/executed-version.
Related
Related clauses and templates
The legal wording governsLast reviewed 28 October 2026Pending lawyer review