Agreement, Acceptance & Termination of Offers

Question 1

Acceptance must be unqualified - A Mirror Image Response:

Answer 1

“A contractual acceptance has to be a final and unqualified expression of assent in the terms of the offer.” - Court of Appeal in Day Morris Associate v. Voyce [2003]

Question 2

Counter-Offers:

Answer 2

Hyde v. Wrench (1840)

A counter-offer rejects the original offer and extinguishes it.
A counter-offer is a new offer capable of acceptance.

Question 3

Requests for Further Information:

Answer 3

Stevenson, Jacques & Co. v. McLean (1880)
A request for further information does not affect the original offer.
It is not a counter-offer or rejection but a mere request for information.

Question 4

Battle of the Forms - Butler Machine Tool Co. v. Ex-cell-o Corporation [1979]:

Answer 4

The seller’s terms and conditions (T&Cs) with a price variation clause (PVC) constituted the offer.
The buyer’s order with its own T&Cs (without PVC) was a counter-offer.
The seller’s signing and returning of the acknowledgment constituted acceptance on their own T&Cs.

Question 5

Acceptance by Conduct:

Answer 5

Unilateral Contracts: Acceptance occurs through performance of a prescribed act.
Bilateral Contracts: Can also be accepted by conduct.

Question 6

Acceptance by Conduct:

Answer 6

Unilateral Contracts: Acceptance occurs through performance of a prescribed act.
Bilateral Contracts: Can also be accepted by conduct.

Question 7

Acceptance by Silence:

Answer 7

Felthouse v. Bindley (1862)
Acceptance must be communicated clearly and cannot be imposed by the silence of one party.
Silence does not constitute acceptance.

Question 8

Acceptance by Post:

Answer 8

Adams and Others v. Linsell and Another (1818)
Acceptance is effective from the moment the letter of acceptance is properly posted.
The postal rule applies to acceptance, not other forms of communication.

Question 9

Acceptance by Post: Exceptions and Conditions

Answer 9

Henthorn v. Fraser [1892]: The postal rule applies when reasonable to use the post.
Quenerduaine v. Cole (1883): It must have been contemplated that the post would be used.
Holwell Securities Ltd v. Hughes [1974]: Offeror can specify acceptance only when received.

Question 10

Acceptance by Instantaneous/Electronic Communications - Entores v. Miles Far East Corporation [1955]

Answer 10

Actual communication is required for acceptance by instantaneous methods.
Acceptance occurs where and when the message is received.
Fault of offeree: No contract; fault of offeror: Contract; no fault on either side: No contract.

Question 11

Acceptance Outside Office Hours:

Answer 11

Within Office Hours: Effective on receipt, not when read.
Outside Office Hours: Effective at the start of the next working day.

Question 12

Acceptance by Email:

Answer 12

Thomas v. BPE Solicitors [2012]
Postal rule does not apply to email communications.
Acceptance by email is effective upon receipt in the recipient’s inbox.

Question 13

Acceptance of Unilateral Offers:

Answer 13

Unilateral offers are accepted by complete performance of the prescribed act.
Offeror can revoke the offer before the act is completed.
Great Northern Railway Company v. Witham (1873)

Question 14

Revocation of Unilateral Offer:

Answer 14

Errington v. Errington and Woods [1952]: Once performance of the act starts, revocation is not possible unless incomplete and unperformed.

Question 15

Revocation of Bilateral Offer:

Answer 15

Offeror can withdraw the offer at any time before acceptance.
Payne v. Cave (1789): Undertaking to keep offer open requires consideration from the offeree.
Byrne v. Van Tienhoven (1880): Revocation effective upon actual notice to the offeree.