Section 5 of Indian Contract Act 1872: Revocation of Proposals and Acceptances
Section 5 of the Indian Contract Act, 1872 explains the point up to which an offer (proposal) and an acceptance can be withdrawn. The rule must be read with Section 4, which determines when communication of a proposal, acceptance and revocation becomes complete, and Section 6, which specifies how a proposal is revoked.
Updated: 20 September 2026
Meaning of revocation under Section 5
Revocation means withdrawal of a proposal or withdrawal of an acceptance before the legally relevant communication becomes complete. Section 5 therefore fixes different cut-off points for the proposer and the acceptor.
Text and rule of Section 5
Proposal: A proposal may be revoked at any time before the communication of its acceptance is complete as against the proposer, but not afterwards.
Acceptance: An acceptance may be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwards.
When can a proposal be revoked?
A proposer may withdraw the proposal before the communication of acceptance becomes complete against the proposer. In the statutory postal illustration, this means that the proposer may revoke before or at the moment the acceptor posts the letter of acceptance, but not after that point.
When can an acceptance be revoked?
The acceptor has a different cut-off point. The acceptance may be withdrawn before its communication becomes complete against the acceptor. Under the postal illustration, the acceptor may revoke the acceptance before or at the moment the letter communicating acceptance reaches the proposer, but not afterwards.
Illustration under Section 5
A sends B a proposal by post to sell a house. B accepts by sending a letter by post. A can revoke the proposal before or when B posts the acceptance. B can revoke the acceptance before or when the acceptance letter reaches A. The illustration demonstrates why Section 5 should be understood together with the communication rules in Section 4.
Connection with Sections 4 and 6
Section 4 - Communication when complete determines when communication is legally complete against the proposer and acceptor. Section 6 - Revocation how made sets out the circumstances in which a proposal is revoked, including notice of revocation, lapse of prescribed or reasonable time, failure of a condition precedent, and death or insanity of the proposer where the fact becomes known to the acceptor before acceptance.
Uttar Pradesh state amendment
The official India Code text records a Uttar Pradesh amendment to Section 5. In substance, where an invitation to make a proposal requires a resulting proposal to remain open for a specified time, and a proposal is made accepting that condition, the proposal cannot be revoked within that specified period. Users dealing with transactions governed by the Uttar Pradesh amendment should check the applicable state law and current official text.
Practical points
The validity of a revocation depends not merely on when a party decides to withdraw, but on whether the withdrawal occurs before the statutory communication cut-off. The mode of communication and the sequence in which acceptance and revocation are communicated can therefore be decisive. For electronic or instantaneous communications, the facts and applicable legal rules concerning receipt and communication should be examined separately rather than mechanically applying the postal illustration.
Official legal source
For the current statutory text, amendments and authoritative legislative material, consult the Indian Contract Act, 1872 on India Code.