Article 1321-1322 Civil Code of the Philippines

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Article 1321
The person making the offer may fix the time, place, and manner of acceptance, all of which must be complied with. (n) The person making the offer may prescribe the time, the place, and the manner of acceptance, all of which must be complied with. These things are legal mandate, considered material terms of the offer which must all be accepted.

An acceptance departing from the terms of the offer constitutes a counter-offer. Take note: A counter-offer has the effect of extinguishing the offer. It, in effect, constitutes a new offer which the original offerer may accept or reject. Example:

J, as offerer may tell E, the offeree, that the latter must accept the offer personally on January 21, before 6:00 o’clock P.M. in the office of J, all of which must be complied with by E to create a contract.

Article 1322
An offer made through an agent is accepted from the time acceptance is communicated to him. (n)

An agent is considered an extension of the personality of his principal. If duly authorized, the act of agent is, in law, the act of principal.

Communication of the acceptance to the agent already gives rise to consent or the meeting of the minds of the parties, consistent with the basic principle that the agent is the extension of the principal’s personality. Hence, there would be no meeting of the minds if the principal himself made the offer and the acceptance is communicated to the agent unless, of course, the latter is authorized to receive the acceptance. Example:

J appointed H to be his agent in making the offer for the sale of J’s land to E. H, for and on behalf of J made the offer to E on January 15, 2012. On January 18, 2012, E communicated his acceptance of the offer to H. And J learned of the acceptance only on January 21, 2012. The contract of sale was perfected on January 18, 2012 and not on January 21, 2012.
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