Acceptances Flashcards
What is acceptance?
A final and unqualified expression of assent to the terms of an offer’ (assessed objectively)
Final and unqualified assent
1 - Words or Conduct and Silence
Unilateral, bilateral, and silence
Acceptance may take place by conduct as long as it is CLEAR
Bilateral contract = between two people so they both have obligations
E.G. Simple bilateral transactions (Pharmaceutical Society of GB v Boots Cash Chemists)
Unilateral contract = between X and anyone however they aren’t forced to –> so there is only one obligation for X
E.G. Some unilateral contracts (Carlill v Carbolic Smoke Ball Co.)
SILENCE
- Silence (or inaction) can’t amount to acceptance as a general rule
- Obvious reason: ‘I’ll sell you my house for £1,000,000 unless you tell me by the end of the day that you don’t want it.’
Final and Unqualified Assent
2 - Who may accept?
Offeror = makes the offer
Offeree = accepts the offer
In a bilateral context it can only be the offeree or his agent (Reynolds v Atherton (1922) 127 LT 189) –> offer made to buy shares however letter was left in draw and then new offerees accecpted the shares letters 7 years later however wasn’t accepted because it was now a different offeror
In a unilateral context it will depend on the terms of the offer (consider Carlill, Lefkowitz)
Final and Unqualified Assent
3 - Must the offeree intend to accept?
GENERAL RULE IS THAT THE OFFEREE MUST ACT ‘IN RELIANCE’ ON THE OFFER (R v Clarke (1927) 40 CLR 227) –> Clarke (a criminal) blamed his colleagues for a murder and the police secured a conviction for these colleagues, therefore Clarke escaped –> Clarke wanted the reward for whoever gave info about the murderes and then sued the police as police had a made unilateral offer for whoever provided info about a conviction –> only reason Clarke gave info was to escape the convicton (wasnt acting in reliance) and wasn’t actually for the reward
RULES ARE NOT ENTIRELY CLEAR AS TO WHAT ‘IN RELIANCE’ MEANS (Williams v Carwardine (1833) 5 Car & P 566) –> man is murdered but no one knows who did it, so brothers puts up a reward for whoever finds out who did it, an old lady who is about to die ends up saying it was her husband who killed that man all those years ago husband gets convicted and lady recovers and doesn’t die and she wants her reward but he said no because she only said she wanted it because she was going to die and because of guilty conscience however the crown court actually allowed her to have the reward because she still confessed
But the offeree must certainly have known about the offer
Final and Unqualified Assent
4- Prescribed manner of acceptance
General rule is that offeree must comply with the offeror’s prescription
Manchester Diocesan Council for Education v Commercial and General Investments Ltd [1970] 1 WLR 24
Is the prescription ‘mandatory’ or ‘directory’?
> IF MANDATORY LANG = then offeree must comply the same way
> HOWEVER IF DIRECTORY (softer language) = doesnt have to reply exact same way but still needs to respond
Final and Unqualifed Assent
5 - To what extent must acceptance correspond with the offer?
The so-called ‘mirror-image rule’ –> 2 parties have to be both in complete 100% agreement
> e.g. if there is an attempt to vary the offer then there is no agreement
Counter- offers
An ‘acceptance’ where the offeree varies the terms of the offer is a counter-offer which impliedly rejects the original offer –> counter offer DESTROYS an original offer
Hyde v Wrench (1840) 3 Beav 334 –> Plaintiff made an offer of his own
>
It cannot then be unilaterally accepted
When is a response a counter-offer?
1) Clarity of language
> Hyde v Wrench – ‘The plaintiff made an offer of his own’ saying they would buy the land for £950 instead of the orginal offer of £1000 ( therefore this response = counter-offer because they said £950 instead of £1000 = thus destroyed original offer)
2) Negotiating context
> Hyde v Wrench – Defendant had made clear £1000 was his lowest price
3) Background
> Stevenson v Mclean – Reasonable to assume the plaintiff had not intended to ‘close the negotiation’ but just request for info
Requests for Information
Stevenson, Jacques & Co v McLean (1880) 5 QBD 346
1) D wrote to P offering to sell iron for 40s, offer open for only a limited period
2) P asked if they would deliver iron over a long period of time
3) HOWEVER D later sold iron to 3rd party and sent telegram informing P
4) Before P received this telegram, they accepted D original offer
> Lush J held there was no ‘counter-proposal’ but a ‘mere inquiry’ from P and thus the original offer stood and could be accepted (and indeed had been) –> Stevenson hadn’t been making a counter-offer but rather a request for information as they accepted iron for 40s but just wanted to see if it could be done over a longer time period
Butler Machine Tool Co Ltd v Ex-Cell-O Corporation (England) Ltd [1979] 1 WLR 401
1) Butler quoted price of £75,535 for production of a machine, delivery in 10 months wiht T&Cs of a a price variation clause (raise in price)
2) Machine delivered with additional sum of £2,892 due to increased costs as per price variation clause
3) Ex-Cello rejected the excess charge
4) Ex-Cello had sent an order form to B asking them to supply the machine on E’s T&Cs without the price variatione clause
5) E’s order form included a tear-off slip stating ‘we accept your order on T&Cs stated [etc.]’
6) Butler had returned the slip signed with a letter stating the machine would be delivered ‘in accordance with our quotation of May 23’
> Court decided that contract was made because Butler accepted Ex-cellos new counter-offer with no price variation clause
