Contract Act, 1872

— S. 8 — Acceptance by conduct — When obtains — Reservation/protest in signifying acceptance by conduct — Effect — Onus to prove that acceptance was made with reservation/protest — Held, conduct would only amount to acceptance if it is clear that the offeree did the act with the intention (actual or apparent) of accepting the offer — Each case must rest on its own facts — If facts disclose that the offeree had a reservation/protested in accepting the offer, his conduct may not amount to acceptance in terms of S. 8 — In present case, in respect of claim made by appellant, Railways sending a cheque for a lower amount than claimed and laying down condition that if offer of the lower amount was not acceptable the cheque should be returned forthwith, failing which it would be deemed that appellant had accepted the offer in full and final satisfaction of its claim against Railways — There was the further condition that retention of cheque and/or encashment by appellant would also automatically amount to satisfaction in full and final settlement of the claim — Encashment of the cheque with protest in such circumstances — When amounts to acceptance — Held, in case protest and non-acceptance of the offer are conveyed before encashment of the cheque, it would not amount to acceptance — However, protesting after encashment of the cheque would be of no avail, as such encashment of the cheque would amount to unequivocal acceptance — An offeree cannot be permitted to change his mind after unequivocal acceptance of the offer — In present case, it was not clear whether appellant had protested before or after encashing the cheque — However, held, it had been for appellant to plead and prove that it had not accepted the offer and had called upon Railways to pay the balance amount — In absence of pleading or evidence to establish that encashment of the cheque was subsequent to protest letters sent by appellant, encashment of cheque by appellant had to be held to have amounted to acceptance of Railways' offer, (2006) 5 SCC 311