Section 38 - Effect of refusal to accept offer of performance : Indian Contract Act
What is the Effect of refusal to accept offer of performance?
Section 38 of Indian Contract Act
Section 38 of Indian Contract Act 1872 : "Effect of refusal to
accept offer of performance"
38. Where a promiser has made an offer of
performance to the promisee, and the offer has not
been accepted, the promiser is not responsible for
non-performance, nor does he thereby lose his rights
under the contract.
Every such offer must fulfil the following
(1) it must be unconditional;
(2) it must be made at a proper time and place, and under
such circumstances that the person to whom it is made may have a
reasonable opportunity of ascertaining that the person by whom
it is made is able and willing there and then to do the whole of
what he is bound by his promise to do;
(3) if the offer is an offer to deliver anything to the
promisee, the promisee must have a reasonable opportunity of
seeing that the thing offered is the thing which the promisor is
bound by his promise to deliver.
An offer to one of several joint promisees has the same legal
consequences as an offer to all of them.
A contracts to deliver to B at his warehouse, on the first
March, 1873, 100 bales of cotton of a particular quality. In
order to make an offer of a performance with the effect stated
in this section, A must bring the cotton to B's warehouse, on
the appointed day, under such circumstances that B may have a
reasonable opportunity of satisfying himself that the thing
offered is cotton of the quality contracted for, and that there
are 100 bales.