Explanation of Article 40
This article addresses the statement of "acceptance," which is: the expression of the will of the second contracting party to conclude the contract, and it is the second pillar of the contract.
The article stipulated two conditions for the validity of acceptance:
-
First: The acceptance must be "in accordance with the offer," meaning: the acceptance must match the offer in all its conditions, without any change or modification. For example, if a person offers another to sell his car for a certain amount, and the other party accepts to buy it for a lesser amount, this is not an acceptance in accordance with the offer, and the contract is not concluded.
-
Second: The acceptance must "reach the knowledge of the person to whom the offer was made," meaning: the acceptance must reach the knowledge of the other party to whom the offer was directed. It is not sufficient to merely express the will; the other party must be aware of this acceptance. For example, if a person sends a message to another announcing his acceptance of the offer to sell his car, the acceptance is not considered valid unless the message reaches the other party and he becomes aware of it.
It is worth noting that this condition applies to all forms of expression of will, whether explicit or implicit, written or oral, whether at the contract meeting or by message, or through modern means of communication, and whether directed to a specific person or to the public.
Failure to meet either of these conditions results in the invalidity of the acceptance, and it does not produce any legal effect.
As for "withdrawal of acceptance," which is: the disappearance of acceptance before it is coupled with the offer, it will be discussed in detail in Article (41).
Related To
Article 40
Acceptance in adhesion contracts shall be deemed made upon the acknowledgment of the offeror’s non-negotiable conditions.