Agreement, offer and acceptance & ITCLR. Flashcards
What is the definition of an offer?
TRIETEL: an expression of willingness to contract upon specified terms made with the
intention that it is to become legally binding as soon as it is accepted by the person to whom it is addressed.
CERTAINTY: Gibson: no. Storer: yes.
COMMUNICATED: Taylor v Laird: orally/conduct.
What is an invitation to treat? What does it include?
An expression of willingness to negotiate. Unlike actual offers the offeror does not intent to be bound in the event of an unconditional acceptance.
Display of goods: FISHER v BELL.
Goods on shelves: BOOTS v PHARM SOC.
Advertisements: PARTRIDGE v CRITTENDEN.
Price lists: GRAINGER v GOUGH: unless person advertising is the manufacturer with limitless supplies.
What is the exception to the rule of invitations to treat not being binding?
UNILATERAL OFFERS: Carlil v Carbolic Smoke Ball: where acceptance is construed through a prescribed performance.
(& Grainger v Gough exception).
What is an invitation to tender?
Unbinding statements of willingness to enter into negotiations: SPENCER v HARDING.
Exception: HARVELA v ROYAL TRUST: committing to accept the highest bidder.
What are the rules surrounding auctions?
PAYNE v CAVE: fall of hammer indicates acceptance: note, Smith v Hughes: objective test.
s57 SGA: may retract offer at any point before.
BARRY v DAVIES: exception: auctions without reserve.
What are the three ways an offer can be terminated?
REJECTION (simple rejection).
REVOCATION.
LAPSE.
What are the rules surrounding correct revocation of an offer?
Must be some act that manifests intention to revoke.
At any time before acceptance: PAYNE v CAVE.
It is effective upon notice reaching offeree: BYRNE v VAN TIENHOVEN.
May be done by a third party: DICKINSON v DODDS: no need for permission: trietel critiques.
How are unilateral offers revoked?
G.N. RAIL v WITHAM: allowed any point prior to completion of act.
ERRINGTON v WOODS: unless inequitable to do so or act part performed.
DAULIA: offeror may not try and stop person from completing act half-way.
PRINCIPLE OF EQUAL NOTORIETY.
How do offers lapse?
If not made within prescribed period/not in a reasonable time (RAMSGATE v MONTEIFORE).
OR: DEATH/ NON-FULFILMENT OF CONDITION PRECEDENT.
Death: of offeror & offeree aware: lapses: BRADBURY v MORGAN.
Death: of offeree: estate cannot take up offer: DUFFS EXECUTORS; exception, 3rd party in fiduciary relationship takes up unaware of death: KENNEDY v THOMASSEN.
NON-FULFILMENT CONDITION: Financings Ltd v Stimson.
What are the requirements for a valid acceptance?
- Unqualified.
- Must be made by the offeree (BOULTON v JONES).
- Must be in response to offer (R v CLARKE; in good faith of the offer: motive is irrelevant: WILLIAMS v CARWALDINE; entitled to even if sent before offer released unilaterally: GIBBONS v PROCTOR).
How is an acceptance unqualified? How can a counter-offer or a RFI be distinguished?
HYDE v WRENCH: must by a mirror image of the offer; correspond exactly with it’s terms.
Considered a counter-offer if it changes the offer in a fundamental way:
BUTLER MACHINE v EX-CELL-O: battle of the forms.
STEVENSON, JACUQES v MCLEAN: requests for information do nto serve to reject the offer, merely attempt to clarify the terms; look for interrogatory language about an ancillary matter.
How do you determine if acceptance is in a valid mode?
If mode is prescribed then it must be in that form.
Language in prescribing must be EXPLICIT: ‘must’ is not enough: MANCHESTER v D&G
If not, any equally effacious method suffices: TINN v HOFFMAN.
Note: Yates v Pulleyn: if prescribed mode is for the benefit of offeree, they can waive a stipulation for his benefit.
How is acceptance validly communicated?
FELTHOUSE v BRINDLEY: it applied the moment it is communicated and silence can never amount to acceptance.
POWELL v LEE: 3rd party may if authorised.
BY CONDUCT: TAYLOR v ALLEN: regular performance: BROGDEN v MET.
The Postal rule is an exception to the rules surrounding valid communication of acceptance; discuss.
ADAMS v LINSELL: postal acceptance is valid the moment it is posted; doesnt apply to revocation (BYRNE).
Must be properly posted: LDN BANK exp JONES.
If lost/destroyed: still accepted: HOUSEHOLD FIRE v GRANT.
How is the postal rule negated?
HENTHORN FRASER: if in all the circumstances if was unreasonable to have used the post.
GETREIDE v CONTIMAR: rule displaced if misaddressed.
If ousted the rule: HOLWELL SECURITIES v HUGHES: however must be explicit; ‘needing’ not necessarily good enough.
Postal acceptance can be retracted if gets there before acceptance: DUNMORE v ALEXANDER: but this is bad law; THOMSON v JAMES.
