The offer and acceptance are basic and most important factors to form a valid contract. These both elements are correlative each other for doing or obtain something.

A party has to make an offer and the corresponding to another party, to whom it is made, has to accept it for forming a valid contract. Therefore both are equally important to a valid contract.


The word proposal and offer synonymous are also inter changeable. The term 'offer' expresses the willingness of a party as proposal before other party. It must be made lawfully to be converted an agreement into a contract.

It is itself a starting point to form a valid contract and it must be expressed with expectation to get consent from the other party in prescribed form. It is therefore known as an expression of willingness of a party with intention to get acceptance from the other party.

According to the section 2(b) of Nepal Contract Act, 2056; An offer is a proposal presented by one person to another with the intention of obtaining his assent for performing or not performing any work.

According to Indian Contract Act 1872, "When one person signify to another his willingness to do or to abstain from doing anything a view to obtaining the assent of that other to such act or abstinence, he is said to make a proposal.

According to A.W. Anson, offer means willingness signified with an intention to obtain legal validity.

Thus an offer is a proposal to do or not to do something which is conveys to the other party to achieve his consent and that can create a legal obligation if it is accepted by the offered party.