Acceptance Flashcards
Distinction from a counter-offer, case:
Hyde v Wrench (1840)
Facts: D offered to sell a farm to P for £1000. P offers £900, which was rejected. P then purported to accept the offer to sell at £1000. D refused to go through with this.
Held: the court held that a rejection of offer in effect destroyed it. Counter-offer operated in the same way as rejection.
Request for information, case:
Stevenson, Jacques & Co v McLean [1880]
Facts: D wrote to P offering to sell iron at a particular price, saying the offer would be kept open until Monday. On Monday morning, P replied by telegram inquiring as to the delivery specifics. D did not reply, but sold the iron elsewhere.
Held: court held it was necessary to look at the circumstances as to when the telegram was sent. Iron market was uncertain, so not u reasonable to ask. He did not say “I offer”.
Battle of the forms, case:
Butler Machine Tool Co v Ex-Cell-O Corp Ltd (1979)
Facts: buyers wished to purchase a machine for their business. Sellers offered them one for £75,000 with delivery in 10 months, offer incorporated sellers standard terms, which prevailed over buyers’ included a price variation clause. Buyers replied, order incorporated buyers’ terms and an acknowledgement slip. Sellers signed and returned with a cover note saying “in accordance with our previously revised quotation.” Sellers arrived and tried to enforce price variation clause.
Held: in favour of buyers. Sellers’ offer was destroyed as in Hyde v Wrench, by completing and returning the acknowledgement slip the seller were accepting the counter offer. Cover letter was not sufficiently specific.
Acceptance by conduct, case:
Brogden v Metropolitan Railway (1877)
Facts: P sent D a draft agreement for the supply of a certain quantity of coal per week from 1st January, £1 per ton. Defendants complete the draft and signed it, and returned it to P. The plaintiff’s manager simply put the agreement into a drawer. There was no need for communication. Coal was ordered and delivered as per the terms of the contract until there was a disputed. Defendants argued there was no contract.
Held: HoL confirmed it was not enough that the plaintiffs should have decided to accept, had to be some external manifestation. This was exhibited through conduct.
Acceptance by silence, case:
Felthouse v Bindley (1862)
Facts: an uncle was in negotiation to buy a horse from his nephew. ‘If I hear no more about him, I consider the horse mine.’ Nephew did not respond, but told an auctioneer to remove the horse from sale. The auctioneer omitted to do so and the horse was sold to a third party. Uncle sued the auctioneer.
Held: there was no contract, because the nephew had never communicated his intention to accept his uncle’s offer. His uncle knew nothing of the action taken and so couldn’t be acceptance by conduct.
Acceptance by post, case:
Adams v Lindsell (1818)
Facts: defendants sent a letter to the plaintiffs offering wool for sale. Letter was misdirected by the defendant’s and arrived later than expected. Plaintiffs replied immediately, but the defendants having decide that the delay was due to the plaintiffs not wishing to contract, sold the wool elsewhere.
Held: court held that to promote business efficacy as soon as the letter is posted, acceptor can proceed on the basis that a contract has been made. Otherwise, might result in each side waiting for confirmation of receipt of the last communication ad infinitum.
Acceptance by electronic communication, case:
Entores approach. The leading judgment in the Court of Appeal was given by Lord Denning. Apology: people talking over a river, no contract unless and until the acceptance was heard by the offeror, so if a plane flew over there was no acceptance.
Acceptance by telex took place where the contract was made, rather than the time at which it was made.
Acceptance by electronic communication, time, case:
Brimnes, held to be effective when it was ‘received’ on the charterers’ telex machine during office hours, although it was not actually read until the following morning.
Brinkibon Ltd v Stahag Stahl, “no universal rule can cover all such cases”.
Mondial Shipping and Chartering v Astarte Shipping (1996)
Gatehouse J suggested that receipt of a contractual notice should be deemed to take place at the start of the next working day if it was received and stored outside of normal working hours.
Acceptance in unilateral offers, case:
Errington v Errington (1952(
Facts: father promised his son and daughter-in-Law that if they paid off the mortgage on a house owned by the father, he would transfer it to them. The started to pay, but made no promise they would continue. Father died, representatives argued that there was no binding agreement.
Held: CoA refused to accept that the offer could be withdrawn. Lord Denning recognised it was unilateral but nevertheless held that the offer could not be withdrawn.
Termination of an offer, revocation, case:
Dickinson v Dodds (1876)
Facts: 10th June, Dodds offered to sell property to Dickinson, with the offer to be held until the 12th. On the 11th, Dickinson told by a third party that Dodds was negotiation with Allan. Morning of the 12th, Dickinson tried to accept the offer but found t had already been sold.
Held: CoA held that he wasn’t entitled to the property because ‘as plainly and clearly as if the defendant had told him in so many words, “I withdraw the offer”’.
