Offer and Acceptance

Every transaction runs through it, usually without anybody naming it. A quotation is often an offer. A purchase order is often acceptance, or a counter offer if it changes anything.

Disputes arise when parties assume a deal exists and it does not, or assume none exists and it does. A supplier who starts work on the strength of an enthusiastic message may find there was never a binding commitment. A business that replied yes to terms it had not read may find there was.

Nigerian contract law follows the common law rules, and courts look at substance over form. Contracts formed by email and messaging apps are commonplace and enforceable, provided the elements are present.

That is worth pausing on, because a great deal of Nigerian commerce happens over WhatsApp. A clear proposal, an unqualified yes, and something moving in both directions can create a binding contract even though nobody printed anything. Businesses that treat messaging as informal chat sometimes discover otherwise.

An offer is a proposal capable of being accepted, and once accepted the offeror is bound.

An invitation to treat is an invitation for others to make offers. Advertisements, price lists, goods displayed for sale and most quotations sit here.

The distinction protects sellers from being bound to supply more than they have. A shop advertising a price is inviting offers, not promising to sell to everybody who arrives. Whether a particular quotation is an offer or an invitation to treat depends on how definite it is and how it is worded.

Offer and acceptance establishes agreement, not enforceability. You still need consideration, an intention to create legal relations, capacity, and a lawful purpose.

Agreements to agree also fail. A document saying the parties will negotiate the price later usually leaves too much undecided to be enforceable, which is why heads of terms and letters of intent so often state expressly which parts are binding.