Chapter I - Of the Communication, Acceptance and Revocation of Proposals
Section 5
Section 5: Revocation of proposals and acceptances
Section 5 sets different cut-offs for revoking a proposal and revoking an acceptance. Both depend on the party-specific completion rules in Section 4.
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Need advice on Section 5?
This article is for general information. Refer to the Indian Contract Act, 1872 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
A proposal may be revoked at any time before the communication of its acceptance is complete as against the proposer, but not afterwards.
An acceptance may be revoked at any time before the communication of the acceptance is complete as against the acceptor, but not afterwards.
Illustration
A proposes, by a letter sent by post, to sell his house to B. B accepts the proposal by a letter sent by post. A may revoke his proposal at any time before or at the moment when B posts his letter of acceptance, but not afterwards. B may revoke his acceptance at any time before or at the moment when the letter communicating it reaches A, but not afterwards.
Rule and business relevance
A proposal can be revoked before acceptance communication is complete against the proposer, but not afterwards. An acceptance can be revoked before its communication is complete against the acceptor, but not afterwards. The central postal illustration applies those distinctions to posting and receipt.
Limits and related provisions
A party cannot assume that a withdrawal works merely because it was drafted or sent first; communication and timing must be proved. This guide quotes the central rule. State amendments can alter particular situations, including invitations requiring an offer to remain open, so the applicable jurisdiction and terms require checking.
Hypothetical business example
Hypothetical: a seller tries to withdraw a posted offer after learning that the buyer posted an acceptance. The analysis uses Sections 4 and 5 and the actual communications, not the seller's later change of mind alone.
Practical decision flow
Identify whether it is the proposal or the acceptance being revoked.
Establish the relevant Section 4 completion point and when the revocation was communicated.
Check the contract terms, applicable State amendment and other legal requirements before treating the withdrawal as effective.
Check the applicable legal framework
This guide explains the central provision. Applicable State amendments, the agreement, transaction date and other governing laws can affect its application. Check the current legal framework before relying on it for a commercial decision.
Practical checklist
Do
- Identify whether it is the proposal or the acceptance being revoked.
- Establish the relevant Section 4 completion point and when the revocation was communicated.
- Check the contract terms, applicable State amendment and other legal requirements before treating the withdrawal as effective.
Avoid
- A party cannot assume that a withdrawal works merely because it was drafted or sent first; communication and timing must be proved. This guide quotes the central rule. State amendments can alter particular situations, including invitations requiring an offer to remain open, so the applicable jurisdiction and terms require checking.
Glossary
- Revocation
- Withdrawal of the proposal or acceptance through the applicable communication rules.
- Cut-off
- The relevant point after which Section 5 does not permit that revocation.
Frequently asked questions
Are proposal and acceptance revoked until the same event?
No. The section uses completion against the proposer for the proposal and against the acceptor for the acceptance.
Is changing my mind privately enough?
No. The relevant revocation and communication requirements must be met.
Is this central wording identical in every State situation?
Check applicable State amendments and transaction terms, especially where an invitation requires an offer to remain open.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026