flowchart LR
A["Section 2(a) <br> Proposal"] --> B[Essentials of Valid Offer]
A --> C[Types of Offer]
A --> D[Termination of Offer]
B --> B1[Capacity]
B --> B2[Communication]
B --> B3[Definiteness]
B --> B4[Intention to Create Legal Relations]
B --> B5[Not an Invitation to Treat]
B --> B6[Not a Declaration of Intention]
C --> C1[Specific]
C --> C2[General]
C --> C3[Cross]
C --> C4[Counter]
C --> C5[Standing]
C --> C6[Continuing]
D --> D1[Lapse of Time]
D --> D2[Revocation]
D --> D3[Rejection]
D --> D4[Counter Offer]
D --> D5[Death or Insanity]
%% Style
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class A,B,B1,B2,B3,B4,B5,B6,C,C1,C2,C3,C4,C5,C6,D,D1,D2,D3,D4,D5 dark;
16 Concept of Offer and Essentials of Valid Offer
ImportantLearning Objectives
By the end of this chapter, the reader will be able to:
- State the statutory definition of a proposal under Section 2(a) of the Indian Contract Act, 1872 and explain how a proposal becomes the constitutive first element of an agreement.
- Identify the seven essential elements of a valid offer, including capacity, communication, definiteness, intention to create legal relations, the distinction from invitation to treat, the distinction from a declaration of intention, and the requirement that the offer be addressed to a specific person or to the world at large.
- Distinguish a contractual offer from an invitation to treat as illustrated by Pharmaceutical Society of Great Britain v. Boots Cash Chemists (1953), Fisher v. Bell (1961), and Harris v. Nickerson (1873).
- Apply the rules on the various types of offer, including specific offers, general offers, cross offers, counter offers, standing offers, and continuing offers, to commercial fact patterns.
- Evaluate the legal effects of revocation, lapse, and rejection of an offer under Sections 5 and 6 of the Indian Contract Act, 1872.
16.1 Introduction
Chapter 15 set out the foundational concepts of Indian contract law, including the statutory definition of a contract under Section 2(h), the elements of a valid contract under Section 10, and the rules on offer and acceptance. This chapter takes up the first of those elements, the offer, in greater depth. The treatment is consciously detailed because the offer is the constitutive first event of any agreement and because a substantial body of judicial authority has accumulated around the question of what does and does not amount to an offer in law.
The chapter is organised in five parts. The first part returns to the statutory definition under Section 2(a) and unpacks its three elements. The second part examines the essentials of a valid offer in detail. The third part distinguishes the offer from an invitation to treat, the most consequential boundary in offer doctrine. The fourth part examines the principal types of offer recognised in Indian commercial practice. The fifth part addresses the rules on the lapse, revocation, and rejection of offers under Sections 5 and 6 of the Act.
16.2 The Statutory Definition Reconsidered
The definition in Section 2(a) of the Indian Contract Act, 1872 was set out in Chapter 15. Its three elements warrant a more detailed treatment here.
NoteSection 2(a), Indian Contract Act, 1872
“When one person signifies to another his willingness to do or to abstain from doing anything, with a view to obtaining the assent of that other to such act or abstinence, he is said to make a proposal.”
The definition is composed of three elements: a signifying of willingness, a content of willingness (an act or an abstinence), and an object of obtaining the assent of the other. Each element bears emphasis.
16.2.1 The Signifying
The signifying is the communication of the proposal. It can take any form by which the proposer’s willingness can be conveyed to the offeree, including spoken words, written words, electronic communication, and conduct. The signifying must, however, be external. A mental willingness that has not been communicated cannot constitute a proposal, regardless of how clearly it has been formed in the proposer’s mind.
16.2.2 The Content
The content of the willingness is an act or an abstinence. The act may be the supply of goods, the performance of a service, the payment of money, or any other positive act capable of legal effect. The abstinence may be the forbearance from suing, the forbearance from competing, or any other negative act capable of legal effect. The content must, however, be capable of legal performance. A proposal to do an impossible act is not a proposal in the eye of the law.
16.2.3 The Object
The object of the proposal is the obtaining of the assent of the other person to the act or abstinence. This is what distinguishes a proposal from a mere statement of opinion or a mere expression of willingness. The proposer is seeking the offeree’s agreement, not merely communicating a fact about the proposer’s own mental state.
TipThe Three Elements Are Cumulative
The three elements of Section 2(a) are cumulative. A statement that signifies willingness but is directed at no one in particular and seeks no assent is not a proposal. A communication that is sent to a particular person but does not signify willingness to do or abstain from anything is not a proposal. A proposal that seeks the assent of the other but lacks any expression of willingness is incoherent and not a proposal in law.
16.3 Essentials of a Valid Offer
Beyond the bare statutory definition, the case law and the practice of Indian contract law have developed a set of essentials that distinguish a valid offer from a nullity. The principal essentials are summarised below.
16.3.1 Capacity to Make the Offer
The offeror must be a person competent to contract under Sections 11 and 12 of the Act. A minor, a person of unsound mind, or a person disqualified from contracting cannot make a valid offer. The capacity question is examined in detail in Chapter 17 in connection with the Mohori Bibee doctrine.
16.3.2 Communication of the Offer
The offer must be communicated to the offeree. An offer that has not been communicated is incapable of acceptance, since acceptance presupposes knowledge of the offer.
NoteLalman Shukla v. Gauri Datt (1913): Communication of the Offer
Lalman Shukla, examined briefly in Chapter 15, is the leading Indian authority on the requirement of communication. The defendant’s nephew had absconded. The defendant sent the plaintiff Lalman, his servant, to search for the boy and offered a reward to anyone who found him. Lalman did not know of the reward when he found the boy. The Allahabad High Court held that Lalman could not claim the reward because he had not known of the offer at the time of the act that supposedly constituted acceptance.
The principle is fundamental: an offer not known to the offeree at the time of the supposed acceptance cannot be accepted. The act, however meritorious, is not an acceptance because there is no offer to accept.
16.3.3 Definiteness of the Terms
The terms of the offer must be sufficiently definite to permit acceptance and subsequent enforcement. Vague or indefinite offers are not capable of acceptance. Section 29 of the Act provides that agreements the meaning of which is not certain or capable of being made certain are void, and the Indian courts have applied this principle to set aside purported agreements where the essential terms were too vague.
Warning“We Will Pay a Reasonable Price”
A frequent ambiguity in commercial drafting is the use of expressions such as “we will pay a reasonable price” or “we will provide a reasonable quantity”. Whether such expressions are sufficiently definite is a question of context. Where the surrounding circumstances permit reasonable certainty (for example, by reference to a market price, an industry standard, or a previous course of dealing), the offer may be definite enough. Where they do not, the offer is too vague to be enforceable.
16.3.4 Intention to Create Legal Relations
The offer must be made with the intention that, on acceptance, it will give rise to legally binding obligations. Social and domestic offers are typically made without this intention. The leading authority is Balfour v. Balfour (1919), discussed in Chapter 15, which establishes a presumption against intention in domestic contexts. The presumption is rebuttable by clear evidence of intention, as in Merritt v. Merritt (1970).
In commercial contexts, by contrast, the presumption is in favour of intention. The leading English authority is Edwards v. Skyways Ltd. (1964), in which the court held that an “ex gratia” payment promised by an employer to a dismissed pilot was, in the commercial context, intended to be legally binding.
16.3.5 Distinction from an Invitation to Treat
The offer must be distinguishable from a mere invitation to treat, which invites others to make offers but is not itself an offer capable of acceptance. The distinction is examined in detail in the next section.
16.3.6 Distinction from a Declaration of Intention
The offer must be distinguishable from a mere declaration of future intention or supply of information, which does not amount to an offer. The principal authority is Harvey v. Facey (1893), examined in Chapter 15, in which a telegraphed statement of the lowest price for the sale of land was held to be a mere statement of price and not an offer.
16.3.7 Specific or General
The offer may be made to a specific person, in which case acceptance is possible only by that person, or to the world at large, in which case acceptance occurs through performance of the conditions of the offer by any person. The leading authority on general offers is Carlill v. Carbolic Smoke Ball Co. (1893), examined in Chapter 15.
NoteComparative Summary of the Essentials of a Valid Offer
| Essential | Substantive Content | Leading Authority |
|---|---|---|
| Capacity | Offeror must be competent to contract under Sections 11 and 12 | Mohori Bibee v. Dharmodas Ghose (1903) |
| Communication | Offer must reach the offeree before acceptance | Lalman Shukla v. Gauri Datt (1913) |
| Definiteness | Terms must be sufficiently certain to permit acceptance and enforcement | Section 29 of the Act |
| Intention to Create Legal Relations | Offer must be made with the intention to be legally bound | Balfour v. Balfour (1919); Edwards v. Skyways (1964) |
| Not an Invitation to Treat | Offer must invite acceptance, not invite further offers | Pharmaceutical Society v. Boots (1953) |
| Not a Declaration of Intention | Offer must do more than supply information or state opinion | Harvey v. Facey (1893) |
| Specific or General | Offer must be addressed to a person or to the world at large | Carlill v. Carbolic Smoke Ball (1893) |
16.4 The Offer and the Invitation to Treat
The most consequential boundary in offer doctrine is the line between an offer, which is capable of acceptance, and an invitation to treat, which is not. An invitation to treat is a communication that invites the recipient to make an offer, and that itself is not an offer. The distinction is significant because the entire architecture of the contract, including the question of who is the offeror and who is the acceptor, and the question of when and where the contract is formed, depends on it.
16.4.1 The Display of Goods in a Shop
NotePharmaceutical Society of Great Britain v. Boots Cash Chemists (Southern) Ltd. (1953)
Boots Cash Chemists operated a self-service pharmacy in which customers selected goods from open shelves and brought them to a cashier for payment. The Pharmaceutical Society contended that the display of medicines on the shelves was an offer, that the customer’s selection of a medicine was an acceptance, that the contract was therefore formed at the moment of selection, and that the resulting sale violated regulations requiring the supervision of a pharmacist.
The Court of Appeal held that the display of goods on shelves was not an offer but an invitation to treat. The customer’s selection and presentation of the goods at the cashier was the offer. The cashier’s acceptance was the constitutive moment of the contract. The contract was therefore formed at the cashier’s till, in the supervised area, and Boots had not violated the regulations.
The case is the foundational authority on the proposition that the display of goods is an invitation to treat, not an offer. The principle has been applied in countless cases since, including in the Indian commercial context.
16.4.2 Goods in a Shop Window
NoteFisher v. Bell (1961)
A shopkeeper displayed a flick knife in his shop window with a price tag attached. He was prosecuted for offering for sale a flick knife in violation of statute. The Divisional Court held that the display in the window was not an offer for sale but an invitation to treat. The shopkeeper had committed no offence under the prohibition on offering for sale, although the principle of statutory construction adopted by the court has been the subject of ongoing academic critique.
The case extends the Boots principle to displays in shop windows.
16.4.3 Advertisements
NoteHarris v. Nickerson (1873) and Partridge v. Crittenden (1968)
An advertisement for an auction is not an offer to sell the goods auctioned but an invitation to treat. The bid is the offer; the fall of the hammer is the acceptance. Harris v. Nickerson (1873) is the leading authority on this proposition.
A classified advertisement for the sale of goods is also typically an invitation to treat. In Partridge v. Crittenden (1968), the defendant placed a classified advertisement offering “Bramblefinch cocks and hens, 25s. each”. He was prosecuted for offering for sale a wild bird in violation of the Protection of Birds Act, 1954. The Divisional Court held that the advertisement was an invitation to treat, not an offer for sale.
These principles do not, however, apply to a unilateral advertisement of a reward, where the conditions of acceptance are specified in the advertisement itself. Carlill v. Carbolic Smoke Ball Co. (1893) is the leading authority on this exception.
16.4.4 Tender Notices
A notice inviting tenders is typically an invitation to treat, not an offer. The submitted tenders are the offers; the issue of a letter of award (or the equivalent communication) is the acceptance. This principle is foundational to public procurement, government contracts, and large commercial procurement processes in India.
The Supreme Court of India in Tata Cellular v. Union of India (1994) clarified the legal status of tender invitations and the public-law constraints that apply to the evaluation and award of tenders by government and government-controlled entities, although the basic contract-law characterisation of the tender notice as an invitation to treat remains.
16.4.5 Catalogues and Quotations
A catalogue listing goods at stated prices is typically an invitation to treat. A quotation given in response to an enquiry is typically an invitation to treat. The customer’s order is the offer; the supplier’s confirmation is the acceptance. The classification ensures that the supplier retains control over the formation of the contract until the supplier accepts, allowing the supplier to verify availability, pricing, and credit before being committed.
WarningThe Distinction Has Practical Consequences
The boundary between offer and invitation to treat is not merely doctrinal. It determines who controls the formation of the contract, when and where the contract is formed, and what statutory and regulatory rules apply at the moment of formation. A retailer that mistakenly classifies its display as an offer rather than an invitation to treat may find itself bound to sell at a price that was not intended. A bidder that mistakenly classifies a tender notice as an offer rather than an invitation to treat may believe it has a contract when it does not.
16.5 Types of Offer
The classification of offers along several dimensions illuminates different aspects of the offer and its operation.
16.5.1 Specific Offer
A specific offer is one made to a specific person or specific persons. It can be accepted only by the person to whom it is addressed. An offer made to a corporation can be accepted only by that corporation through its authorised representatives.
16.5.2 General Offer
A general offer is one made to the world at large. It can be accepted by any person who satisfies the conditions specified in the offer. Carlill v. Carbolic Smoke Ball Co. (1893), examined in Chapter 15, is the foundational authority. The contemporary Indian application of the general offer concept extends to advertisements of rewards for the recovery of lost property, the apprehension of fugitives, and the achievement of specified competitive performance.
16.5.3 Cross Offers
Cross offers occur where two parties make identical offers to each other in ignorance of each other’s offer. The classic illustration is two people sending letters that cross in the post, each containing an offer to buy or sell the same property at the same price. Indian and English law hold that cross offers do not constitute a contract, since there is no meeting of the minds in the requisite sense. Either offer must be accepted by the other party with knowledge of the offer to constitute a contract.
16.5.4 Counter Offer
A counter offer is a response to an offer that varies its terms. A counter offer terminates the original offer and itself constitutes a new offer capable of acceptance or rejection. The leading authority is Hyde v. Wrench (1840), examined in Chapter 15.
WarningInquiries Are Not Counter Offers
A frequent confusion in commercial drafting is between a counter offer, which terminates the original offer, and a mere inquiry, which does not. An offeree who responds to an offer by asking whether the offeror would consider varied terms, without rejecting the original terms, has made an inquiry, not a counter offer. The original offer remains open for acceptance. The distinction can be subtle and depends on the wording of the response.
16.5.5 Standing Offer
A standing offer is one that remains open for acceptance over a period or for a series of transactions. Standing offers are typical in tender and supply contracts, where the supplier offers to supply goods at fixed prices over a stated period, and the buyer accepts the standing offer by issuing specific orders during the period.
NoteBengal Coal Co. v. Homee Wadia & Co. (1899)
The Bengal Coal Company submitted a tender to supply coal at fixed prices for twelve months as required by Homee Wadia. Homee Wadia placed orders during part of the period but ceased ordering before the end. The Bombay High Court held that the tender was a standing offer that became binding for each specific order placed but did not bind Homee Wadia to place any orders. The case is the leading Indian authority on the standing offer concept.
16.5.6 Continuing Offer
A continuing offer is one that continues to be capable of acceptance until accepted, rejected, lapsed, or revoked. Most commercial offers are continuing offers in this sense, although the duration for which they continue depends on the terms of the offer and the surrounding circumstances.
16.6 Termination of an Offer
Section 6 of the Indian Contract Act, 1872 specifies the modes by which a proposal is revoked. The provision is exhaustive on revocation, but offers may also terminate by lapse and by rejection in ways not specified in Section 6.
NoteSection 6: Revocation of Proposals
A proposal is revoked:
by the communication of notice of revocation by the proposer to the other party;
by the lapse of the time prescribed in the proposal for its acceptance, or, if no time is so prescribed, by the lapse of a reasonable time, without communication of the acceptance;
by the failure of the acceptor to fulfil a condition precedent to acceptance;
by the death or insanity of the proposer, if the fact of his death or insanity comes to the knowledge of the acceptor before acceptance.
16.6.1 Revocation by Notice
The proposer may revoke the offer by communicating notice of revocation to the offeree at any time before the communication of the acceptance is complete as against the proposer (that is, before the acceptance is put into a course of transmission to the proposer). The rule is set out in Section 5 of the Act.
16.6.2 Lapse of Time
An offer that prescribes a time for acceptance lapses on the expiry of that time without acceptance. An offer that does not prescribe a time lapses after a reasonable time. What is reasonable depends on the nature of the subject matter, the practice of the trade, and the surrounding circumstances. An offer to sell perishable goods lapses after a much shorter time than an offer to sell land or shares.
NoteRamsgate Victoria Hotel Co. v. Montefiore (1866)
Mr. Montefiore offered to buy shares in the Ramsgate Victoria Hotel Company in June. The company purported to accept the offer in November, after the share price had collapsed. The court held that the offer had lapsed by the time of the purported acceptance, since five months was an unreasonable time for an offer to remain open in respect of a fluctuating commercial security.
16.6.3 Failure of Condition Precedent
Where the offer is conditional on the fulfilment of a condition precedent by the offeree, the offer is revoked on the failure of the condition. An offer to lend money on the condition that the borrower provides specified collateral is revoked if the borrower fails to provide the collateral.
16.6.4 Death or Insanity of the Proposer
The offer is revoked by the death or insanity of the proposer, if the fact comes to the knowledge of the acceptor before acceptance. Where the acceptor accepts in ignorance of the death or insanity, the contract is formed and binds the proposer’s estate. The Indian rule differs from the English common law in this respect, which had treated death as automatically revoking the offer regardless of the acceptor’s knowledge.
16.6.5 Rejection by the Offeree
An offer is also terminated by rejection. A clear and unambiguous rejection by the offeree extinguishes the offer, and a subsequent purported acceptance is ineffective. A counter offer, examined above, is treated as a rejection of the original offer for this purpose.
16.7 Case Studies
16.7.1 Case Study 1: The Online Marketplace and the Invitation to Treat
A representative pattern in contemporary Indian e-commerce is the operation of online marketplaces, in which sellers list goods at stated prices and buyers select goods, place them in a virtual cart, and proceed through a check-out workflow to complete the purchase. The legal classification of the listing and the acceptance has been the subject of considerable analysis.
The prevailing view is that the listing of goods on the marketplace is an invitation to treat, not an offer. The buyer’s submission of the order through the check-out workflow is the offer. The seller’s confirmation of the order, typically through a confirmation email, is the acceptance. The contract is therefore formed at the moment of confirmation, not at the moment the buyer clicks “Place Order”.
The classification has substantial practical consequences. It allows the seller to verify availability, pricing, and credit before committing to the contract. It also allows the seller to refuse orders that, on review, are commercially unattractive or that have been mispriced through error. The terms and conditions of major Indian marketplaces, including Amazon India, Flipkart, and Myntra, expressly reserve to the seller the right to refuse orders, which would not be possible if the listing were an offer.
Discussion Questions
- To what extent should the operator of an online marketplace be permitted to refuse a buyer’s order after the buyer has completed the check-out workflow?
- How should consumer protection regulation interact with the offer-versus-invitation-to-treat classification, given that consumers may not appreciate the legal effect of the workflow they complete?
- What features of an online marketplace’s terms and conditions are most relevant to the legal classification of the listing as an offer or an invitation to treat?
16.7.2 Case Study 2: The Tender Notice in Indian Public Procurement
Public procurement in India operates substantially through tender processes governed by the General Financial Rules, 2017 and a network of sectoral regulations. The standard architecture is that the procuring entity issues a tender notice inviting bids, the bidders submit bids by a specified deadline, the procuring entity evaluates the bids in accordance with its published criteria, and the procuring entity issues a letter of award to the successful bidder. The contract is formed on the issue of the letter of award.
Each step has a specific legal classification. The tender notice is an invitation to treat. The submitted bid is the offer. The letter of award is the acceptance. Subsequent administrative steps, including the execution of a formal contract document and the provision of performance security, are mechanisms for documenting and securing the contract that has already been formed.
The Supreme Court of India in Tata Cellular v. Union of India (1994) clarified that, while the underlying contractual classification follows the common law, the conduct of the procuring entity is also subject to public-law constraints, including the requirements of fairness, non-arbitrariness, and adherence to the published criteria. The constraints supplement the contractual rules; they do not replace them.
Discussion Questions
- To what extent should the public-law constraints in Tata Cellular be applied to private procurement processes that adopt a tender architecture, particularly in regulated industries?
- How should the law treat a tender notice that contains specific commitments to evaluate bids on disclosed criteria? Does the inclusion of such commitments transform the notice from an invitation to treat into something closer to an offer?
- What features of a tender process are most consequential for the bidder’s decision whether to submit a bid?
16.7.3 Case Study 3: A General Offer for an Indian Consumer Product
A leading Indian consumer goods company runs a recurring promotional campaign offering a cash reward to any customer who can demonstrate a stated defect in a stated category of the company’s products within twelve months of purchase. The campaign is advertised in print, online, and through point-of-sale displays. A customer who experiences the defect, documents it through the company’s specified procedure, and submits the documentation within the period is entitled to the reward.
The campaign illustrates the contemporary Indian application of the general offer concept derived from Carlill v. Carbolic Smoke Ball Co. The advertisement is an offer to the world at large. The customer’s compliance with the specified procedure is the acceptance. The cash reward is the consideration that the customer earns by performance.
The structure has implications for the company’s compliance and risk management. The terms of the campaign must be drafted with care to specify the conditions of acceptance, to limit the financial exposure to the company, and to interact appropriately with the company’s product warranties and the consumer protection law framework.
Discussion Questions
- What features of a general offer campaign are most relevant to the determination of whether it is genuinely binding on the offeror or merely a marketing puff?
- How should the company’s risk-management approach to the campaign reflect the general offer characterisation?
- To what extent should consumer protection regulation impose specific requirements on the design and disclosure of general offer campaigns?
Summary
| Concept | Description |
|---|---|
| The Statutory Definition | |
| Section 2(a) Definition | The signifying by one person to another of willingness to do or to abstain, with a view to obtaining the assent of the other to the act or abstinence |
| The Signifying | The communication of the proposal in any external form, whether spoken, written, electronic, or by conduct, sufficient to convey the proposer's willingness |
| The Content | The act or abstinence to which the proposer signifies willingness, capable of legal performance and not inherently impossible |
| The Object of Assent | The proposer's seeking of the offeree's agreement, distinguishing the proposal from a mere statement of opinion or expression of mental state |
| Essentials of a Valid Offer | |
| Capacity to Make the Offer | The offeror must be a person competent to contract under Sections 11 and 12 of the Indian Contract Act, 1872 |
| Communication of the Offer | The offer must reach the offeree before any purported acceptance, since acceptance presupposes knowledge of the offer |
| Definiteness of Terms | The terms must be sufficiently certain to permit acceptance and subsequent enforcement, with vagueness rendering the offer void under Section 29 |
| Intention to Create Legal Relations | The offer must be made with the intention to be legally bound; presumed in commercial contexts and presumed against in domestic contexts |
| Communication and Knowledge | |
| Lalman Shukla v. Gauri Datt (1913) | Foundational Indian authority on communication, holding that an offer not known to the offeree at the time of the supposed acceptance cannot be accepted |
| Offer vs. Invitation to Treat | |
| Invitation to Treat | A communication that invites the recipient to make an offer, not itself an offer capable of acceptance |
| Pharmaceutical Society v. Boots (1953) | Foundational authority on the proposition that the display of goods on shelves in a self-service store is an invitation to treat, not an offer |
| Fisher v. Bell (1961) | Authority extending the Boots principle to displays in shop windows, where the price-tagged display is an invitation to treat |
| Harris v. Nickerson (1873) | Authority on the auction context, holding that an advertisement for an auction is an invitation to treat, with bids being offers and the fall of the hammer being acceptance |
| Partridge v. Crittenden (1968) | Authority on classified advertisements, holding that a typical price-listing advertisement is an invitation to treat, not an offer for sale |
| Tender Notice as Invitation to Treat | A notice inviting tenders is an invitation to treat; the submitted bids are offers; the letter of award is the acceptance, subject to public-law constraints in Tata Cellular |
| Types of Offer | |
| Specific Offer | An offer made to a specific person or persons, capable of acceptance only by them |
| General Offer | An offer made to the world at large, capable of acceptance by any person who satisfies the conditions of the offer, as in Carlill v. Carbolic Smoke Ball |
| Cross Offers | Two parties making identical offers to each other in ignorance of each other's offer, treated as not constituting a contract for want of meeting of the minds |
| Counter Offer | A response to an offer that varies its terms, terminating the original offer and itself constituting a new offer capable of acceptance or rejection |
| Standing Offer | An offer that remains open for a period or for a series of transactions, common in tender and supply contracts, as in Bengal Coal Co. v. Homee Wadia |
| Continuing Offer | An offer that continues to be capable of acceptance until accepted, rejected, lapsed, or revoked, the typical commercial offer pattern |
| Termination of the Offer | |
| Section 6 Modes of Revocation | Statutory enumeration of the modes of revocation, including notice, lapse of time, failure of condition precedent, and death or insanity of the proposer |
| Lapse of Time | An offer with a prescribed time lapses on expiry; an offer without a prescribed time lapses after a reasonable time, with reasonableness depending on the subject matter |
| Death or Insanity of the Proposer | Death or insanity of the proposer revokes the offer if the fact comes to the knowledge of the acceptor before acceptance, otherwise the contract binds the estate |
| Rejection by the Offeree | Clear and unambiguous rejection by the offeree extinguishes the offer, with a subsequent purported acceptance being ineffective; counter offer is treated as rejection |