Sections 5-6 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 5 says until when a proposal or an acceptance can be revoked. Section 6 lists four ways in which a proposal is revoked. Together they answer a common business question: can I still withdraw my quotation, or my acceptance, and until what point?
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 (s.5). A proposal is revoked by notice of revocation, lapse of time, failure of the acceptor to fulfil a condition precedent, or the death or insanity of the proposer if the acceptor learns of it before acceptance (s.6).
Section 5: the last moment to revoke
The section has two paragraphs. The first deals with proposals and the second with acceptances.
| What is revoked | Can be revoked up to | Not afterwards |
|---|---|---|
| A proposal | Any time before the communication of its acceptance is complete as against the proposer | After that moment |
| An acceptance | Any time before the communication of the acceptance is complete as against the acceptor | After that moment |
The moments come from section 4, which says an acceptance is complete as against the proposer when it is put in a course of transmission to him, out of the acceptor's power, and as against the acceptor when it comes to the proposer's knowledge. Read the two together; see our article on section 4. If you need to send a formal notice of withdrawal or revocation, our legal notice drafting service can help you word it and plan how it is delivered.
The Act's illustration to section 5
The Act gives one illustration, restated in plain words. A proposes by a letter sent by post to sell his house to B. B accepts 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.
So the proposer's window closes when the acceptance is posted, and the acceptor's window stays open until the proposer receives the letter. The acceptor has the longer window.
Uttar Pradesh amendment
The source text prints a State amendment for Uttar Pradesh (Uttar Pradesh Act 57 of 1976, section 2), which inserts an Explanation at the end of the first paragraph of section 5. It says that where an invitation to a proposal contains a condition that any proposal made in response shall be kept open for a specified time, and a proposal is then made accepting that condition, such proposal may not be revoked within that time. That applies in Uttar Pradesh as the amendment states. Elsewhere the text of section 5 stands without that Explanation. Check State law if you operate in Uttar Pradesh.
Section 6: four ways a proposal is revoked
Section 6 reads: "A proposal is revoked—" and then lists four modes.
- Notice of revocation. "by the communication of notice of revocation by the proposer to the other party".
- Lapse of time. "by the lapse of the time prescribed in such proposal for its acceptance, or, if no time is so prescribed, by the lapse of a reasonable time, without communication of the acceptance".
- Failure of a condition precedent. "by the failure of the acceptor to fulfil a condition precedent to acceptance".
- Death or insanity of the proposer. "by the death or insanity of the proposer, if the fact of his death or insanity comes to the knowledge of the acceptor before acceptance".
Mode 1: notice of revocation
The proposer communicates a notice of revocation to the other party. How that communication is made and when it is complete follow section 3 and section 4. And under section 5 it must be done before the acceptance is complete as against the proposer.
Mode 2: lapse of time
If the proposal states a time for acceptance, it ends when that time passes without acceptance being communicated. If the proposal states no time, it ends after "a reasonable time". The Act does not define a reasonable time and gives no number of days; it depends on the facts. We do not supply a figure.
Mode 3: failure of a condition precedent
A proposal may require the acceptor to do something before accepting. If he fails to fulfil that condition, the proposal is revoked. The Act does not give examples here.
Mode 4: death or insanity of the proposer
The death or insanity of the proposer revokes the proposal only "if the fact of his death or insanity comes to the knowledge of the acceptor before acceptance". If the acceptor accepts without knowing, this mode does not apply on the text.
| Mode | Trigger | Condition in the text |
|---|---|---|
| 1 | Notice of revocation by the proposer | Must be communicated to the other party |
| 2 | Lapse of the prescribed time, or reasonable time | Without communication of the acceptance |
| 3 | Acceptor fails a condition precedent | The condition must be one to acceptance |
| 4 | Death or insanity of the proposer | Fact comes to the acceptor's knowledge before acceptance |
A modern example (ours, not the Act's)
Harpreet emails a supplier: "I will buy 200 laptop bags at the quoted price. Reply by 5 pm on Friday." The supplier does not reply by then. Under mode 2, the proposal is revoked by the lapse of the time prescribed for acceptance, without any notice from Harpreet. If, instead, Harpreet had set no time and the supplier replied three weeks later, the question would be whether a "reasonable time" had passed, which the Act leaves to the circumstances.
Now suppose the supplier posts a letter of acceptance on Thursday. Harpreet's email of revocation reaches the supplier on Friday. Following section 5 and the Act's illustration, Harpreet's right to revoke ended at the moment the acceptance was posted, so the revocation is too late.
What can the parties change?
The section does not say it is subject to contrary agreement, but section 6(2) itself works from the time "prescribed in such proposal", so the proposer can fix the time for acceptance. A proposer can also attach a condition precedent that the acceptor must meet. The statutory last moments for revocation in section 5 are not stated to be variable by the parties, apart from the State amendment noted above.
Practical points
- Put a time limit on quotations. State "valid until" so that mode 2 works on a known date.
- Send revocations early and by a traceable route. Section 5 is a race against the acceptance.
- List conditions clearly. If acceptance depends on a condition, say so in the proposal.
- Plan for the proposer's incapacity. Section 6(4) depends on the acceptor's knowledge; business owners with partners or successors should make their authorities clear.
Need help sending or responding to a withdrawal?
If you need to withdraw a proposal, respond to a withdrawal, or give a formal notice that a time-limited offer has ended, our legal notice drafting team can prepare the notice and advise on how to deliver and record it.
Key takeaways
- A proposal can be revoked until the acceptance is complete as against the proposer; an acceptance can be revoked until it is complete as against the acceptor (s.5).
- Section 6 lists four modes: notice, lapse of time, failure of a condition precedent, and the proposer's death or insanity known to the acceptor before acceptance.
- Lapse of "a reasonable time" is not defined in the text.
- Uttar Pradesh has an amendment to section 5 on proposals kept open for a stated time.
Read next
- Section 4: when communication of proposal and acceptance is complete
- Sections 7 to 9: absolute acceptance and express or implied promises
- Offer and acceptance: sections 3 to 9
Disclaimer: Based on the text of the Indian Contract Act, 1872 as consulted on 1 October 2026. Many questions under this Act turn on case law and on the wording of the particular contract, which this article does not cover. It is general information, not legal advice; check the official text and take advice before acting.