Conditional acceptance a conditional acceptance is

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Conditional acceptance A conditional acceptance is not a valid acceptance. The insertion of the condition into what would otherwise be an ‘acceptance’ of the offer introduces a new term into the parties’ dealing. Consequently, because what the offeree is ‘accepting’ is not precisely what the offeror offered there is no true acceptance. A conditional acceptance is, therefore, really a type of counter-offer — and it has the same contractual effect. As a result, if you say to an offeror, ‘Yes, I accept your offer — if you give me a week to raise the money’ that is not really an acceptance at all. You have introduced a new obligation into the ‘deal’ and it is now up to the offeror to decide whether to accept that new requirement as part of what might become your final agreement. Uncertainty and incompleteness Even when an acceptance is unconditional the resulting agreement may not be contractually enforceable if it is either incomplete or too uncertain. The courts view their role in contract disputes as one of adjudication. They will enforce what the parties have freely agreed but they will not make the agreement if the parties have not done so for themselves. For example, in Whitlock v Brew (1968) 118 CLR 445, Whitlock agreed to sell Brew a plot of land. The agreement provided that upon taking possession Brew would lease part of it to Shell ‘upon such reasonable terms as commonly govern such a lease’. Brew subsequently changed his mind, refused to complete the transaction and demanded that Whitlock return his deposit. The court held that there was no enforceable contract and, therefore, Brew was entitled to recover his money. This was because there was no defined list of ‘such reasonable terms’. Consequently, because the actual extent of what he and Whitlock had
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© Stephen Graw 2012 agreed could not be objectively determined, the contract was void for uncertainty and neither party could enforce it. Minor omissions and meaningless clauses Despite the sort of outcome that occurred in Whitlock v Brew , the courts generally try to enforce contracts if they can. For example, in Longtom Pty Ltd v Oberon Shire Council (1996) 7 BPR 14,799 the parties were in dispute about the meaning of a clause requiring the council to “restore and regrass” land which had been used as a gravel pit. The council contended that the words were too vague and uncertain — and that what they had to do was not clear. Accordingly, it said the contract (and, more importantly, the obligation to “restore and regrass” under it) was void for uncertainty. That argument failed. The court held that the clause could be read to mean that the council had to do what was reasonable. In this case that meant filling in the pit to its level before the gravel was extracted, replacing the 4 inches of topsoil that had been removed and laying grass on top of that topsoil. The contract was not void for uncertainty.
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