Case Law Flashcards
Promise- Morton’s Trs v Aged Christian Friend Society of Scotland 1899
Mr Morton in a letter expressed desire to establish a benevolent society in Scotland and offered to contribute £100 to the society. Issue is whether the promises constitute a legally binding obligation or benevolent intention. Mr Morton expressed intention on various occasions. Court concluded it was a binding promise.
Promise- Regus (Maxim) ltd v Bank of Scotland plc 2013
an agreement for lease of subjects at the Maxim office park in North Lanarkshire. Tritax were owners of the development and Regus were to take a lease of part of the development. In terms of agreement for lease, HUB (another company that sub-let to regus) were to deliver a letter to Regus (although the letter was not addressed to Regus) from the Bank of Scotland relating to sums which the bank held on deposit in respect of the fit out costs. Regus carried out the fitting but the bank refused to release the costs as there had been a default in the facility agreement and they were exercising a right of retention over the sums in the letter (£913,172). Regus sued for payment from the bank. Lord Menzies dismissed the action he found that he was unable to construe the letter as amounting to a unilateral undertaking by the bank of a legally enforceable obligation to pay Regus. For a promissory obligation clear words are required.
Promise- Royal Bank of Scotland v Carlyle 2015
Carlyle had sought funding from RBS to buy and develop plots at Gleneagles. Due to buy back clause imposed by Gleneagles, Carlyle was going to make a loss unless he developed it. Told RBS it was essential to lend him money to buy land and that the bank also lent him money to develop it
RBS confirmed on phone that it understood this and verbally advised Carlyle that funding was all agreed. But development funding was never provided which raised Carlyle seeking recovery of the sums loaned by them. All five Supreme Court justices found in Carlyle’s favour. Question of whether RBS made a legally binding promise. Lord ordinary declared that the bank was in breach of a collateral warranty.
Consensus in idem - Muirhead and Turnbull v Dickson 1905 7 F 686
firm of piano merchants brought an action in sherif court stating they had hired a piano to the defender at the rate of 15s a month. The firm sought delivery of the piano as the defender had failed to pay the monthly payments. Defender claimed the piano was his property under a verbal contract of sale with deferred payment.
Issue of whether the contract between the parties was one of sale with deferred payment or a hire purchase agreement, whether the piano merchants were entitled to delivery of the piano.
The court held that the contract was one of sale with deferred payment and not a hire purchase agreement. The pursuers had no claim for the delivery of the piano and their proper remedy was an action for the instalments of the price so far as not paid. Defender maintained that he had purchases the piano for his daughter at the price of £26. He was willing to continue paying the piano merchants and to pay as much as he could until the debt was extinguished. Court held that the absence of a contract increased the presumption against the piano merchants. “Commercial contracts cannot be arranged by what people think in their inmost minds. Commercial contracts are made according to what people say or do”
consensus in idem - Mathieson Gee Ltd v Quigley 1952
quigkey asked Mathieson Gee Ltd if they could remove slit from a pond. They replied ‘We are prepared to supply necessary plant for removal’ He wrote back “ I have pleasure in confirming my verbal acceptance if your offer to remove the slit’.
Lord Nomad at 41: “ The respondents letter appeared to me to be free from all ambiguity. It is an offer to supply the necessary mechanical plant. The letter of 3rd march is equally unambiguous and it is a purported acceptance of a contract to remove the slit… a kind of contract that in the offer… no contract existed between the parties. The respondent offered one sort of contract and the appellant accepted another kind on contract.
Consensus in idem - Fleming Buildings Ltd v Forrest 2010
Forrest decided to rebuild their house. Fleming was the contractor. During an adjudication Forrest claimed the adjudicator did not have jurisdiction as there was not a contract between Forrest and Fleming. The adjudicated decided there was a contract and awarded that Fleming be paid £112,598. Forrest did not pay Fleming. Forrest contended that the contract was between Fleming and KWF homes Ltd a company which Forrest were the only shareholders and directors. Letter talking about a counteroffer could not be considered as it did not come from the parties to whom the original offer was addressed. The informal discussion did not amount to a counteroffer as there was no indication that Forrest would be unhappy to proceed unless KWF was the client. Parties are an essential part of the contract. Forrest attempted to accept an offer to them as a company which is a separate entity.
consensus in idem - Bogie ( oakbank services) v the forestry commission 2002
plaintiff seeks a declaratory asserting a valid option to purchase a piece of land from the defendants
The negotiations between the plaintiff and FE involved the terms of an option to purchase a site at dry rig for use as a landfill facility
The parties did not reach an agreement on certain elements of the contract, including the duration of annual payments, mechanism for determining crop compensation and a precise description of the subjects of the sale.
Court found there was a lack of consensus on essential elements and emphasised the importance of consensuss in the identity of the subjects of sale for a binding contract
Lack of consensus rendered it unenforceable
Incomplete agreement - consensus in idem - Avintair v Ryder Airlines 1994
Dispute regarding an alleged contract for brokerage services to secure aircraft repair contracts. The Lord Ordinary initially dismissed the pursuer’s claim for declaratory holding there was no consensus in idem . However further examination the Lord ordinary acknowledged that a dispute existed from the start regarding the remuneration rate. The defenders contended that no contract was formed as the alleged contract required payment for services. The court allowed the pursuers to proceed with a prof of their agreements recognizing the need to determine the enforceability of the alleged contract
incomplete agreements - consensus in idem - RTS Flexible systems Ltd v Molkerei Alois Muller GmbH 2010
Caliamant was a supplier of automated machines and agreed to manufacture an automated system in the defendants factory. Work began on the basis of a letter of intent with a long contract to follow. The letter of intent expired whilst negotiations on the long form contract continued . A dispute arose as to whether the defendants’ performance requirements were satisfied by the machines delivered. Claimant sued for the balance of the purchase price on the basis that either a continuing contract or a new contract formed upon expiry of the letter of intent or that it was entitled to be paid a reasonable sum. Defendant counterclaimed for damages on basis parties had concluded a simple contract which had no limitation on liability. High court held that after the letter of intent expired a new contract was concluded. Court of appeal held there was no contract. Supreme Court considered the communication between the parties and objectively concluded that sensible business men in the position of the parties intended to enter into to binding relations.
Offer- William Lippe Architects Ltd v Innes 2006
William Lippe Architects did a lot of work for Innes but when there was a falling out they then sued to damages based on a certain contract, they couldn’t because there was never any verbal agreement for the contract.
Cannot sue on a contracts terms that you have been acting out of if there was never real agreement about it
Offer and postal acceptance rule - Thomson v James 1855
James gave an offer to Thomson to purchase an estate.. Then two letters were put in the post box
One from James withdrawing the offer
One from Thomson accepting the offer both on he same day both delivered on the same day
The revocation of the offer by James was only effective when Thompson actually received it whereas the acceptance of the offer and thereby the contract took effect when posted
Postal acceptance rule - acceptance took effect when posted, revocation of offer took effect when received.
Offer -McMillan v Caldwell 1991
The plaintiff made a formal offer to purchase ayton house which was met my a qualified acceptance.
The original offer stated that entry and actual occupation would be given on specific date or mutually agreed date.
The plaintiffs solicitor modified the original offer by changing the entry date
During a meeting the defendants solicitor verbally withdrew the qualified acceptance which was later communicated to the plaintiffs solicitor
The court held that a written offer can be withdrawn verbally as long as the withdrawal is communicated to the other party’s agent before acceptance is sent
Court found there was no valid and binding contract due to the withdrawal of the qualified acceptance
flaws v International oil pollution compensation fund 2002
following the beset oil tanker wreck the pursuers in partnership as fishermen claimed compensation from the international oil pollution fund for loss of income as being unable to fish.
Defender made interim payments
Claims office of the defender sent two letters to the pursuers dated 2 and 4 September which stated that the defenders had accepted the pursuers remaining claims as admissible in the sums. The pursuers solicitors sent the defender two letters which treated letter two and four as offers and accepted them. Defender said that first letter had a time limit of three weeks. So the offer had lapsed on expiry. Therefore no contract existed between them.
Offer- Glasgow steam shipping co v Watson 1873
a coalmaster offered to supply a shipping company with coal at 7 shillings per ton. The acceptance was sent after nearly ten weeks however during this period the price of coal went up by two shillings. As a consequence the acceptance was refused so the shipping company accused Watson of breach of contract. It was held that the offer was no longer capable of being accepted. If no fixed time given an offer or should reply in a reasonable time. The offered cannot withhold his acceptance for an unreasonable period.
offer - Paterson Ltd v Highland Railway co 1927
Pursuer was a firm of timber merchants who sought repayment of sums overpaid for the carriage of timber.
Fluctuating prices of timber due to the war
Promised to keep an offer open for certain time- you will be held to that promise
Not an offer - replies to a request for information or an enquiry as to willingness to sell - Harvey v Facey 1893
- Harvey sent a telegram to Facey “will you sell us Bumper Hall Pen? Telegraph owes cash price-answer paid”
- Facey replies by telegram “lowest price for Bumper Hall pen £900
Harvey replied “we gre to buy for th sum of £900 asked by you. Please send us our title deed in order that we may get early possession. - Privy council led that there was no contract. Facey had nt directly answered the first question as to whether they would sell ad the lowest price stated was merely response to a request for information. There was no evidence f an intention that it was an offer.
Not an offer - party recapping its negotiation position -Glasgow city council v smith 2015
- local authority seeking declaratory that a settlement had been reached in its action for payment against a board member for school. 11 September S had emailed G settling out the settlement options which had included a requirement no previously discussed and G replied asking for me information. G had sent a further email which had inter alia requested that he position be formalised by counsel, G contended that an extrajudicial settlement ad been agreed by 11 September email which had been the offer and G’s email was the acceptance.
Court held that 11 September email was not an offer but a recap of position. The language of email by G was not that of a counter offer, a final position had not been reached and G and S had not reached binding obligations.
ITT - Fisher v Bell 1961
Defendant shopkeeper displayed a flick knife accompanied by a price ticket behind it. He was charged with offering for sale of flick knife contrary to s1 of the restriction of offensive weapons act 1959
Issue of whether the display of the knife constituted an offence for sale (defendant guilty) o an invitation to treat
Court held it was an ITT. Not guilty of the offence with which he had been charged.
Pharmaceutical society of Great Britain v Boots cash chemists 1953
Defendant ran a self-service shop near which non-prescription drugs and medicines, many which were listed on poisons list by the pharmacy and poisons act 1933 were sod. Items on display in open shelves and could be taken by the customer and paid for. There was a pharmacist at the till but issue of whether the sale was concluded when the customer selected the product (which case the defendant was breach of the act due to lack of supervision) or when the items were paid for (not in breach). Court of appeal held that the defendant was not in breach as the contract was completed on payment. Display of the goods on the shelf were not an offer.
Automated machines- what is an offer? - Thornton via Shoe lane parking 1971
Thornton drove into car park, prices displayed outside and a notice stated cars parked at their owners risk. An automatic ticket machine provided a ticket. On. Pillar it said owners would not be liable for any injuries occurring oon their premises. Thornton had an accident and sought damages. SLP contended the contract was made when Thornton received the ticket and parked his car. There had been various signs stating that. Thornton argues that notice to park was an offer.
Outcome - SLP had not done enough to bring into existence the terms prior to the contract formation. The offer was contained within the notice at the entrance and Thornton accepted the offer on those offers when he drive in, it was too late to seek ton incorporate further terms
