Recent rulings emphasize that a conditional offer's acceptance with additional conditions does
not create a concluded contract unless the original offeror accepts the new conditions.
Specifically, the Supreme Court has clarified that a counter-offer arises when an acceptance
includes new conditions, requiring the original offeror's assent for a binding agreement.
Additionally, contracts contingent on uncertain future events are not enforceable until those
events occur.
Here's a more detailed breakdown:
1. Conditional Acceptance as a Counter-Offer:
When an offer is made, the acceptance must be absolute and unqualified.
If the offeree adds new conditions or modifies the original offer during acceptance, it is
considered a counter-offer, not a valid acceptance.
The original offeror must then accept the counter-offer for a contract to be formed.
2. Examples of Conditional Contracts:
Suspensive Conditions:
Obligations are suspended until a specific event occurs. For example, a contract to buy land
might be contingent on the seller obtaining planning permission.
Resolutive Conditions:
The contract can be dissolved upon the happening of a specific event. For example, a lease
agreement might be terminated if the property is damaged beyond repair.
Contingent Contracts:
Contracts dependent on uncertain future events. For instance, a contract to pay someone a
sum of money if a specific building is constructed.
3. Recent Case Law:
The Supreme Court case, M/s. Padia Timber Company (P) Ltd. v. The Board of Trustees of
Vishakhapatnam Port Trust, highlighted that an acceptance with a new condition is not a valid
acceptance.
The Court stated that the original offeror must accept the new conditions for a contract to be
formed.
This principle was reiterated in another case, emphasizing that a conditional offer's acceptance
with further conditions does not create a concluded contract.
4. Drafting Considerations:
Careful drafting of conditions is crucial to ensure clarity and avoid disputes.
Conditions should be expressed in objective and certain terms.
Existing precedents may not always be suitable, and bespoke drafting may be necessary,
according to Lexology.
agreement with conditional sale
1. Indian Kanoon
[Link] › search › formInput=agreeme...
Laws of Eng1and°: "Hire purchase agreement" means an agreement, other than a conditional
sale agreement, under which (I) goods are bailed in return ... total charge For credit.
"Conditional sale agreement" means an agreement for the sale of goods or land under which
the purchase price.
conditional+contract | Indian Case Law
CaseMine
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The Plaintiffs filed the suit, from which this appeal arises, for breach of contract in that...the
defendants failed to give delivery of the goods, and claimed damages. The learned Judge held
that the contract was a conditional contract and that as the goods had not arrived in India
there was no...that this was ...
Supreme Court Clarifies that Acceptance of a Conditional ...
Cyril Amarchand Mangaldas
[Link] › 2021/02
18 Feb 2021 — The Supreme Court has reiterated that the acceptance of a conditional offer
with a further condition does not result in a concluded contract.
conditional sale
Indian Kanoon
[Link] › search › formInput=conditio...
Section 7 in The Court-fees Act, 1870 · - Cited by 1660 ; Vidhyadhar vs Manikrao & Anr. on 17
March, 1999 · - Cited by 681 - S S Ahmad - Full Document ; Section 58 ...
Can a conditional acceptance of an offer be considered a ...
SCC Online
[Link] › blog › post › 2021/01/07
7 Jan 2021 — Supreme Court: The Bench of Navin Sinha and Indira Banerjee*, JJ., has held that
when the acceptor puts in a new condition while accepting the contract already signed by the
proposer, the contract is not complete until the proposer accepts that condition. Setting aside
the concurrent findings of the ...
COMPARATIVE STUDY OF CONDITIONAL CONTRACTS IN ...
[Link]
[Link] › uploads › 2020/02 › Gi...
PDF
by A Saini — The appellate division of the Supreme Court of New York faced a question
regarding the admissibility of parol testimony, in the case of Tropical Leasing Inc. v. Fiermonte
Chevrolet,. Inc.31, to prove the condition precedent for a contract, in order to make it binding.
The plaintiff through his agent agreed to buy an ...
conditional+sale+contract | Indian Case Law
CaseMine
[Link] › search › conditional+sale+...
He never intended to enter into a contract of...was a conditional sale deed and the appellant
had a right to repurchase the sale land for the same consideration of Rs. 10,000 within a
period of ten years from the date of execution of the sale deed..., Mulbagal, seeking the relief
of specific performance. The ...
Conditional contracts and development transactions - key ...
Lexology
[Link] › library › detail
17 Feb 2025 — The success of a conditional contract hinges on how well it is tailored to
address the needs of the parties and practical considerations of the property. The parties must
give detailed and early consideration as to the structure of their proposed transaction.
Common structures used include unconditional ...
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10 Feb 2025 — A conditional contract is a contract for the sale and purchase of property in
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Law Web
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17 Jan 2021 — Sunday, 17 January 2021. Supreme court: Acceptance Of A Conditional Offer
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9 Feb 2025 — *Judgment authored by: Justice Vivian Bose ... “an acceptance of an offer may
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Section 7 in The Indian Contract Act, 1872
Acceptance must be absolute. — In order to convert a proposal into a promise the acceptance
must— (1)be absolute and unqualified;
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17 Jan 2021 — Vs The Board of Trustees of Visakhapatnam Port Trust. Dated: JANUARY 05,
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Contingent contract
12 Oct 2024 — Contingent contract In case a contract is made between A and B, where A
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17 Feb 2025 — A condition may be easy to describe but might be much harder to draft in
sufficiently objective and certain terms. The ...
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21 Dec 2023 — Careful and accurate drafting, including clear terms and conditions, essential
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18 Feb 2021 — In M/s. Padia Timber Company (P) Ltd. v. The Board of Trustees of
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5 Oct 2015 — - A "contingent contract" is a contract to do or not to do something, if some
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