A teaches parrot to recite offer and sends to B. Bird repeats recitation, B says 'yes'. Is this valid offer and acceptance giving rise to agreement?

The Heart of the Problem: What is a Proposal?

Section 2(a) of the Act defines a proposal as the act by which a person "signifies to another his willingness to do or to abstain from doing anything, with a view to obtaining the assent of that other." The critical word here is signifies — it requires a deliberate, intentional communication. Section 3 reinforces this by stating that proposals are communicated by "any act or omission of the party proposing... by which he intends to communicate such proposal, or which has the effect of communicating it."

Now, in the problem, A is unquestionably the proposer. A has formulated the terms of the offer, and it is A's willingness that is being conveyed. The parrot is merely the medium — the carrier chosen by A to transport the message to B. On this analysis, the proposal itself originates from A's conscious mind and it is A's intention that drives the communication. The parrot, like a written letter or a telegram, is only the channel through which A's will reaches B. There is nothing in the Indian Contract Act that restricts the mode of communication of a proposal to written words or human voice. Section 3 is deliberately wide: the proposal may be communicated "by any act or omission" that has the effect of communicating it.

The Objective Test of Communication

The law of contract adopts an objective test in matters of formation. As the commentary on Section 3 notes, the law "will attribute to a person an intention which that person's conduct bears when reasonably construed by a person in the position of the person to whom it is addressed." If the parrot accurately recites the terms of the offer before B, and B understands those terms as A's offer, the communication has been effectively made. The terms of A's offer have, by the bird's recitation, come to the knowledge of B. Under Section 4, the communication of a proposal is complete "when it comes to the knowledge of the person to whom it is made." Once the parrot delivers the message faithfully and B comprehends it, that threshold is crossed.

This approach is consistent with what has long been recognised in contract law — that a proposal may even be implied by conduct, and that the mode of communication is irrelevant as long as it works. A man stepping into a ferryboat makes an implied proposal to pay the fare; no spoken word is necessary. It would, therefore, be a strangely narrow reading of Section 3 to hold that a live animal cannot convey a message which an inanimate piece of paper may freely carry.

The Critical Distinction: The Parrot Has No Intent

Here, however, lies the first sharp edge of the problem. A proposal must be made with willingness — the willingness of a conscious, intending human mind. When the parrot speaks, does it speak with A's willingness? The answer must be nuanced. The parrot is not willing anything; it is repeating what it has been trained to say. But that is precisely the point — the source of the willingness remains A, not the parrot. The parrot does not transform or dilute A's intention any more than a postal employee does when he sorts and delivers A's letter. The parrot is A's messenger, nothing more.

The difficulty would only arise if the parrot deviated from A's message — if it garbled the terms, added to them, or subtracted from them. In that event, B would not be receiving A's offer at all; he would be receiving a distorted version of it, which could not bind A. This is analogous to the well-known principle that a misdirected or mutilated communication cannot constitute effective proposal. The terms reaching B must be the terms A intended to convey.

Is B's "Yes" a Valid Acceptance?

Turning to the acceptance, Section 2(b) requires that "the person to whom the proposal is made signifies his assent thereto." B hears the parrot recite the offer and says "yes." On the face of it, B has signified his assent. Section 9 of the Act tells us that acceptance may be express — made in words — or implied. B's spoken word "yes" is unambiguously express and unconditional, satisfying Section 7's requirement of absolute and unqualified acceptance.

But a critical question immediately follows: to whom has B communicated his acceptance? Section 4 tells us that communication of acceptance is complete as against the proposer when it is "put in a course of transmission to him, so as to be out of the power of the acceptor." Saying "yes" to a parrot is quite unlike posting a letter or dispatching a telegram. The parrot is not a postal authority. There is no guarantee that the parrot will return to A and accurately repeat B's acceptance. The general rule, as affirmed by the Supreme Court in Bhagwandas Goverdhandas Kedia v. Girdharilal Parshottamdas & Co. (AIR 1966 SC 543), is that communication of acceptance must actually reach the proposer. It is complete as against the acceptor only when "it comes to the knowledge of the proposer."

If the parrot flies back to A and faithfully repeats B's "yes," the acceptance is communicated and a contract is concluded. If the parrot does not return, or returns but does not repeat the acceptance, no contract arises — because the acceptance has never come to A's knowledge. This is not a fanciful or exotic conclusion; it flows directly from the plain words of Section 4.

The Absence of an Authorised Agent

There is a deeper legal obstacle as well. The Act and the courts have consistently insisted that communication of acceptance must come either from the acceptor himself or from a person authorised by the acceptor to communicate it. In Powel v. Lee (1908, 24 TLR 606), a school master applicant was informed of his appointment by one of the managers in his personal capacity, without authority. The court held there was no contract because the communication did not come from an authorised source — "information by an unauthorised person is as insufficient as overhearing from behind the door."

A parrot, plainly, has no legal authority to act as anyone's agent. It cannot be appointed as an agent because it lacks the capacity to consent to or understand such an appointment. If B relies solely on the parrot to carry his acceptance back to A, the communication suffers from the same infirmity as the unauthorised communication in Powel v. Lee. The acceptance would have to be independently communicated by B to A through a reliable, authorised medium to have binding legal effect.

The Intention to Create Legal Relations

There is one further dimension that deserves attention. A contract requires an intention to enter into legal relations. When A trains a parrot and sends it to B, a court may well ask whether this bizarre mechanism of communication demonstrates a serious, deliberate intention to make a legally binding offer — or whether it is too uncertain and unreliable a mode to carry legal consequences. The objective test, which asks how a reasonable person in B's position would understand the transaction, becomes particularly relevant here. If a reasonable person, upon hearing a parrot recite contractual terms, would understand this as a genuine, serious offer from A, the intention requirement is satisfied. If, however, the circumstances suggest playfulness or experiment rather than a genuine offer, no legal effect would follow.

The Conclusion That the Law Compels

The offer transmitted by the parrot can be a valid proposal, provided the parrot faithfully delivers A's terms to B and B comes to know those terms as originating from A. B's "yes" constitutes a valid, unqualified acceptance in terms of Section 2(b). However, for a binding contract to arise, that acceptance must be communicated to A — either by the parrot returning and accurately repeating B's response, or by B independently communicating his assent to A through a reliable medium. If neither happens, B's "yes" dissolves into the air, legally speaking, and no contract is formed. The parrot, faithful or wayward, carries the destiny of the agreement on its wings.