Offers 4 What constitutes an offer 25 (1) For a proposal to constitute an “offer” in relation to the formation of a contract— (a) the offeree must have reasonable grounds to suppose that the proposer intends the proposal to result in a contract if accepted, and (b) the proposal must be one which, after taking any relevant enactment or rule of law into account, could be given legal effect as a contract if accepted. 30 (2) Any such offer may be addressed— (a) to a specific person, (b) to persons of a particular description, (c) to persons in general, or (d) to the public at large. 35 (3) Subsections (1) and (2) are without prejudice to the application of any relevant enactment, or rule of law, in relation to the constitution of a unilateral promise. 3 Contract (Formation and Remedies) (Scotland) Bill Part 1—Formation of Contract 5 Revocation of offer (1) An offer in relation to the formation of a contract may be revoked by the offeror but only if the revocation takes effect before— (a) the offeree accepts the offer, 5 (b) from the statements or conduct of the offeree it may be determined that, as mentioned in section 2(4), agreement has been reached, or (c) the offeree begins performance such as is referred to in section 3(2). (2) Subsection (1) is subject to subsections (3) and (4). (3) Where such an offer is addressed to persons in general, persons of a particular description 10 or the public at large— 1 (a) revocation is, in a case— (i) other than is mentioned in sub-paragraph (ii), to be effected by the same means as were used to make the offer, and (ii) where the means of effecting revocation is specified in the offer, to be 15 effected by the means so specified, and (b) subsection (1) is to be construed, in determining whether revocation affects a particular person, as if for references in the subsection to the offeree there were substituted references to that person. (4) Revocation under subsection (1) is ineffective if— 20 (a) it is manifest from the terms of the offer in question that it is intended to be irrevocable, or (b) the offeror has, in a declaration which has taken effect, stated that it is irrevocable. 6 Lapsing of offer on fundamental change of circumstances (1) An offer in relation to the formation of a contract lapses on a fundamental change of 25 circumstances and having lapsed can no longer be accepted. (2) Without prejudice to the generality of subsection (1), there is a fundamental change of circumstances if, after the offer is made but before a contract is concluded, the offeror or offeree— (a) dies, or 30 (b) becomes incapable of making any decision as to whether to conclude the contract. (3) But an offer such as is mentioned in subsection (1) does not lapse where, after it is made but before a contract is concluded, the offeror or offeree becomes insolvent. (4) For the purposes of subsection (3)— (a) an offeror or offeree who is an individual, or the estate of which may be 35 sequestrated by virtue of section 6 of the Bankruptcy (Scotland) Act 2016, becomes insolvent when— (i) that person’s estate is sequestrated, (ii) that person grants a trust deed for creditors or makes a composition or arrangement with creditors, 40 (iii) a voluntary arrangement proposed by that person is approved, 4 Contract (Formation and Remedies) (Scotland) Bill Part 1—Formation of Contract (iv) that person’s application for a debt payment programme is approved under section 2 of the Debt Arrangement and Attachment (Scotland) Act 2002, or (v) that person becomes subject to any other order or arrangement analogous to those mentioned in sub-paragraphs (i) to (iv) anywhere in the world, and 5 (b) an offeror or offeree other than is mentioned in paragraph (a) becomes insolvent when— (i) a decision approving a voluntary arrangement entered into by that person has effect under section 4A of the Insolvency Act 1986 (“the 1986 Act”), (ii) that person is wound up under Part 4 or 5 of the 1986 Act or under section 10 367 of the Financial Services and Markets Act 2000, 1 (iii) a receiver is appointed, under section 51(1) or (2) of the 1986 Act, over all or part of the property of that person, (iv) that person enters administration (“enters administration” being construed in accordance with paragraph 1(2) of schedule B1 of the 1986 Act), or 15 (v) that person becomes subject to any other order or arrangement analogous to those mentioned in sub-paragraphs (i) to (iv) anywhere in the world. (5) Subsections (1) to (4) are without prejudice to the application of any relevant enactment, or rule of law, in relation to the transaction with regard to which the offer is made. (6) The Scottish Ministers may, by regulations subject to the affirmative procedure— 20 (a) amend subsection (4)(a) or (b), (b) specify further circumstances in which a person becomes insolvent for the purposes of subsection (3). (7) In subsection (2)(b), “incapable” has the meaning given to that expression by section 1(6) of the Adults with Incapacity (Scotland) Act 2000. 25 7 Acceptance of offer (1) In this Part, any reference to acceptance of an offer is to— (a) a statement (in whatever form), or (b) conduct (of whatever kind), of the offeree which shows the unqualified assent of the offeree to the offer. 30 (2) But any such conduct as is mentioned in subsection (1)(b) must be conduct of which the offeror is, or ought to be, aware. (3) Silence or inactivity...