Short answer. Yes, and you have to follow what he set. The Civil Code lets the person making an offer fix the time, place and manner of acceptance, and all of it must be complied with. An acceptance that departs from those terms does not close the contract the way you may assume.
What the law says
The person making the offer may fix the time, place, and manner of acceptance, all of which must be complied with.
Civil Code, Article 1321 — Terms of Acceptance. Read the full provision →
Why the offeror gets to set the rules
He is the one proposing to be bound, so the law lets him decide the conditions under which he becomes bound. That is the practical logic behind the article. He may say the acceptance must reach him by a certain date, must be delivered to a named office, must be in writing, must be on his own form, must be accompanied by a deposit or a bid bond. Each of those is a term of the offer, not a suggestion — the article says all of which must be complied with. You remain free to reject the offer altogether, or to negotiate different terms. What you cannot do is accept on your own preferred terms and treat the deal as closed.
The trap in the word 'manner'
Time and place are usually obvious; manner is where people get caught. An offer requiring written acceptance is not met by a phone call, however clear the conversation was. An offer requiring delivery to a specified address is not met by leaving the paper with someone at a different branch. An offer requiring a particular form is not met by a letter saying you agree to everything in it. These distinctions feel like pedantry until money turns on them — and they are most often invoked by a party who has changed his mind and is looking for a way out, which is exactly when the technical point becomes decisive.
What a defective acceptance actually becomes
It is generally not treated as an acceptance at all. An acceptance that varies the terms, or that ignores the required time, place or manner, operates as a counter-offer: the original offer is not concluded, and the ball goes back to the other side, who is now free to accept, reject or walk away. The consequence people find hardest is the loss of the original offer's terms. If prices have moved or circumstances have shifted, the other party has no obligation to renew what he first proposed. Partial performance, or reliance on an unaccepted offer, can raise separate arguments, but they are far weaker ground than a clean acceptance would have been.
How to protect yourself
Read the offer for its conditions before you read it for its price, and list them: deadline, address, form, signatory, attachments, deposit. Accept in exactly that way even if a simpler route seems obviously acceptable to both sides. Keep proof of compliance — the stamped receiving copy, the courier record, the date and time of transmission — because disputes here are almost always about whether a step was taken, not about what the parties wanted. If a condition is impractical, ask in writing for it to be varied and get the variation in writing before relying on it. Where the amounts are significant, have the offer reviewed before you respond.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Ce Construction Corporation vs. Araneta Center Inc, G.R. No. 192725, August 9, 2017 — read the decision on LawPhil →
- The Insular Life Assurance Company, Ltd., vs. Asset Builders Corporation, G.R. No. 147410, February 5, 2004 — read the decision on LawPhil →