Agreement & Intention Flashcards
3 Elements of a Contract
i. Agreement (Offer & Acceptance)
ii. Contractual Intention
iii. Consideration (show that this has been satisfied)
ITCLR - Assessment of parties’ intention in making an offer is objective (reasonable person)
SMITH v HUGHES
ITCLR - Offeree must believe that the Offeror actually intended to make an offer
ALLIED MARINE TRANSPORT
ITCLR - Commercial Agreements - Presumption that there was an intention to create legal relations
EDWARDS v SKYWAYS
ITCLR - Commercial Agreements - Specific wording may, however, provide evidence for rebuttal
ROSE & FRANK v COMPTON
ITCLR - Non-Commercial / Family Agreements - Presumption that there was no intention to create legal relations
BALFOUR v BALFOUR
- This is rebuttable - MERRITT v MERRITT
Agreements - There must be certainty in offer and acceptance
SCAMMELL v OUSTEN
- ‘Fair Specification’ = Too Vague - HILLAS V ARCAS
Define Offer
Prof Treifel: ‘an expression of willingness to contract on certain terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it was addressed’ - Confirmed in LEONIDAS
Goods on Display - Supermarkets and self-service shops = Invitation to Treat
Pharmaceutical Soc of GB v Boots Cash Chemist
Goods on Display - Flick-Knife for sale = Invitation to Treat
Fisher v Bell
Adevertisments - Local newspaper / periodical
PARTRIDGE v CRITTENDEN
Unless; Advertisement for a Reward – An Offer – Intention to be bound as soon as information is provided
Adevertisments - Unilateral Contract (i.e.: an offer) – An advert can constitute an offer to the world – Waive any need for communication of acceptance prior to the claim under it
Carlill v Carbolic Smoke Ball Ltd
tTenders - When businesses decide to outsource a function, they will invite contractors to submit written tenders for the job – Sent tenders = Offers
Blackpool & Fyde Aero Club v Blackpool Borough Council
Unless; An invitation for tenders may give rise to a ‘unilateral contract’ - Harvela Investments
Auctions - With Reserve
- An auctioneer’s request for bids is an Invitation to Treat
- The bid is an Offer which the auctioneer may accept or reject by fall of the hammer - S.57(2) SGA 1979
- Bilateral contract formed between the bidder and the owner of the good – Auctioneer acts as the owner’s agent
Auctions - Without Reserve
- Offer of ‘unilateral contract’ by the auctioneer
- Promise to accept the highest bid
- Refusal of auctioneer to accept the highest bid – Bidder can claim damages against the auctioneer, not the owner - Barry v Davis
Unilateral Offer
Promise in return for an act – Promisor bound to perform if the Promisee performs the specified act – Similar to Williams v Carwardine
Bilateral Offer
One person makes a promise in response to another party
Define Acceptance
An unconditional expression of assent to the terms of an offer
Acceptance - Must be communicated
By Offeree - Entores v Miles Far East
By an Authorised Agent - Powell v Lee
Acceptance - Silence
Will not constitute acceptance (protects an unwilling Offeree)
Unless; There is no reason for Offeree not to bind themselves - Re Selectmove
Unless there is a Unilateral Contract
Offeror will be deemed to have waived his right to have acceptance communicated – Offeree’s conduct amounts to acceptance - Carlill v Carbolic Smoke Ball Ltd
Acceptance or Counter-Offer - Counter Offer (new provision entered) – Implied rejection of original offer
Hyde v Wrench
Acceptance or Counter-Offer - Questions about an offer are not deemed as rejecting it – May still be acceptance
Stephenson Jacques & Co v McLean
Battle of the Forms - General Rule
‘Last shot wins’ - Brogden v Metropolitan Railway
Battle of the Forms - Exception
2 Forms had different terms
Butler Machine Tool v Ex-Cell-O – Butler returned a slip of acceptance – Held; Contract on Ex-Cell-O’s terms due to this acceptance
Postal Rule Exemption (only applies to acceptance) - A letter of acceptance will become binding when posted if…
a. Reasonable to use post as a method of communication
b. It was properly posted - (a+b) Adam v Lindsell
c. Offeror did not exclude the postal rule impliedly / expressly - Howell v Hughes
If all the above are satisfied, the letter need not arrive - Household Fire Insurance v Grant
Revocation - Offer can be withdrawn anytime before acceptance – Even when it has been promised to be kept open for a certain period of time
Routledge v Grant
Revocation - Offer is irrevocable if claimant has given consideration to the Offeror to leave the offer open
Mountford v Scott
Revocation - Revocation must be communicated by…
Offeror - Byrne v Van Tienhoven
Reliable 3rd Party - Dickinson v Dodds
Revocation - Exception to Communication - Revocation received – Not read – It would be reasonable to assume that staff would be at work
The Brimnes
Revocation - Exception to Communication - Made to public at large – Revocation can be made through the same channel as the offer – Must have same prominence
Shuey v US
Revocation - If it is a unilateral contract - Revocation is not possible once the act of acceptance has begun
Errington v Errington & Woods
