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Civil Law

Explanation of Article 41

Explanation of Article 41

This article addresses the statement of "withdrawal of acceptance," which is: the nullification of acceptance before it is coupled with the offer. The article clarifies that the principle of acceptance is that it "can be withdrawn," meaning: the acceptor has the right to withdraw their acceptance before it is coupled with the offer, except in cases excluded by the article, which are:

  • First: If the "acceptor specifies a period for acceptance," meaning: the acceptor specifies a certain period for responding to their acceptance. In this case, they cannot withdraw their acceptance before the end of this period. For example: if a person says to another, "I accept your offer for a week," they cannot withdraw their acceptance before the week ends.

  • Second: If the "acceptance includes an indication that it cannot be withdrawn," meaning: there is a provision in the acceptance indicating that it cannot be withdrawn. For example: if a person says to another, "This acceptance cannot be withdrawn," they cannot withdraw their acceptance.

It is worth noting that this ruling applies to all types of acceptance, 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.

Withdrawing acceptance results in the nullification of the acceptance, so it does not produce any legal effect.

As for the "fall of acceptance," which is: the nullification of acceptance before it is coupled with the offer, it will be discussed in detail in Article (42).

Related To

Article 41

  1. If a contract is negotiated, such negotiation shall not result in an obligation to conclude the contract. However, a party that negotiates or terminates the negotiation in bad faith shall be held liable for any harm incurred by the other party; such liability shall not include compensation for any loss of expected gain from the contract subject of the negotiation.

  2. The lack of seriousness in negotiation or the deliberate failure to make a material disclosure in the contract shall be deemed negotiation in bad faith.