Acceptance of Offer (L5) Flashcards
When can an offer not be accepted?
- Withdrawn/revoked.
- Rejected.
- Lapsed.
- Death of parties.
What is locus poenitentiae?
The right to withdraw.
What are the requirements for withdrawal/revocation of an offer?
- Revocation must be communicated.
- Doesn’t apply if a “firm” offer e.g. if offer is stated to only apply for a certain period of time (Littlejohn v Hadwen).
- Withdrawal must be communicated before acceptance is communicated.
- However, Burnley v Alford 1919 suggests an objective approach.
What are the requirements for the rejection of an offer?
- Must be an outright rejection.
- Counter-offer?
- Communication of rejection required? (Countess of Dunmore v Alexander (1830)).
What are the requirements for the lapse of an offer?
Time limits?
Heys v Kimball (1890) 17 R 381.
After a reasonable time?
Wylie & Lochend v McElroy & Sons (1873).
- Transaction was taking place in a fluctuating market.
- ‘Reasonable time’ is dependent on the facts and circumstances.
McBryde paras 5.44-5.48.
- Reasonable time dependent on: Trade practice (Dunlop & Wilson v Higgins); Market conditions (Wylie v Lockheed); Method of communication; Reliance on the offer e.g. personal bar.
What are the requirements for death of the parties in preventing the acceptance of an offer?
In order for offer to be accepted, parties must be alive. Offer lapses on the death of the offeror.
Parties must be sane i.e. have legal capacity.
What is the acceptance of an offer?
DCFR 11.4.204 (Avizandum p.321).
(1) Any form of statement or conduct by the offeree is an acceptance if it indicated accent to the offer.
(2) Silence or inactivity does not in itself amount to acceptance.
What may be the mode of acceptance of an offer?
- Generally follows the mode of the offer (Holwell Securities Ltd v Hughes [1974]).
- May be by conduct (University of Edinburgh v Onifade 2005) / (Carlil v Carbolic Smoke Ball Co).
- Silence does NOT equal acceptance.
What may be the problems with acceptances?
Identifying the offer and the acceptance e.g. protracted negotiations (Harvey v Facey [1893]).
What constitutes an acceptance?
Sufficiently definite to establish essential terms.
- May & Butcher Ltd v The King [1934] (HL).
“As a matter of general law of contract all the essentials have to be settled. What are the essentials may vary according to the particular contract under consideration”.
What are the essential terms?
Not void from uncertainty.
- McArthur v Lawson (1877).
“None of the essentials of the contract are settled in this short sentence”. - Grant v Peter Gauld & Son 1985.
“The ground at present being quarried by our clients and the surroundings”.
What are the exceptions to the general rules for essential terms?
- Avintair v Ryder Airlines 1994 COMPARE WITH Uniroyal Ltd v Miller & Co Ltd 1985.
Inferred from surrounding circumstances.
- R&J Dempster Ltd v Motherwell Bridge Engineering Company 1964.
“In the market conditions operating when this contract was made, all the essentials were settled”.
- Neilson v Steward 1991.
When is an acceptance not an acceptance?
When it is a qualified acceptance. Then it is a counter-offer.
- Wolf and Wold v Forfar Potato Co.
- Findlater v Maan 1990.
- Cross-offer.
‘Battle of the forms’.
When continuous counter-offers are made, the party who most recently made a counter-offer given their Ts&Cs is the terms of the contract.
- Butler Machine Tool Co Ltd v Ex-cell-o Corporation (Eng) Ltd [1979].
“In many … cases our traditional analysis of offer, counter-offer, rejection, acceptance and so forth is out of date. The better way is to look at all the documents passing between the parties - and glean from them, or from the conduct of the parties, whether they have reached agreement on all material points - even though there may be differences between the forms and conditions printed on the back of them.”
