Contract Cases Flashcards
Storer v. Manchester City Council
Gibson v. Manchester City Council
Carlill v. Carbolic Smoke Ball Co
Fisher v. Bell
An item in a shop window, even with a price, is only an invitation to treat. It is not an offer.
Pharmaceutical Society of GB v. Boots Cash Chemists
Spencer v. Harding
Harvela Investments Ltd v. Royal Trust Co. of Canada Ltd.
Blackpool & Fylde Aero Club Ltd. v. Blackpool Borough Council
Payne v. Cave
The offeror may withdraw/revoke their offer at any time before acceptance. In this case, before the auction hammer fell, but it applies to all situations universally. However, an offer cannot be revoked after acceptance and the parties are bound.
Warlow v. Harrison
Barry v. Davies
Hyde v. Wrench
Once the original offer is rejected, it cannot be subsequently accepted. A counter offer immediately rejects any offer previously made.
Stevenson, Jacques & Co. v. McLean
A request for information is not a counter offer and does not reject an offer. It is important to determine what it actually is.
Byrne v. Van Tienhoven
Revocation of an offer is effective only upon actual notice of it reaching the offeree. When using the post, it takes effect from the moment it is received by the offeree - not the time of posting
Dickinson v. Dodds
The means of communication do not matter - revocation will be effective even if communicated by a third party
Great Northern Railway Company v. Witham
In relation to unilateral contracts, acceptance is the complete performance of the act(s) required. Consequently, the offer can be revoked at any time prior to the completion of the required act
Errington v. Errington & Woods
Where the offeree has partly performed the obligation and is willing and able to complete, an offer cannot be revoked as performance has commenced and by starting to perform the required act, acceptance and consideration has been given
Manchester Diocesan Council for Education v. Commercial and General Investments
Open to the offeror to prescribe a mode of acceptance where ‘only acceptance in that mode shall be binding’. Particularly clear words are required to make their chosen mode mandatory.
Tinn v. Hoffman
If the offerror makes it clear they will only be bound by a specific mode of acceptance, only this will suffice. But if a prescribed mode of acceptance is not made mandatory, another mode of acceptance which is no less advantageous will bind them.
Adams v. Lindsell
Postal Rule: Where acceptance is communicated by post, the contract is formed as soon as the letter of acceptance is properly posted.
Holwell Securities v. Hughes
Entores v. Miles Far East Corporation
Thomas v. BPE Solicitors
Mondial Shipping and Chartering BV v. Astarte Shipping Ltd.
RTS Flexible Systems Ltd v. Molkerei Alois Müller GmbH & Company KG
To determine whether the parties have reached an agreement on all material terms the court applies an objective test, asking whether, in all the circumstances of the case, the parties have agreed all the terms they considered to be a precondition to creating legal relations. All material terms need to be certain and complete for a contract to be upheld.
Scammell v. Ouston
If an agreement is incomplete or uncertain, a court may not be able to enforce it. Here, the contract terms were too vague and therefore, it was unenforceable.
Hillas v. Arcos
Not enforcing agreements for being too vague is a last resort. Courts will look to enforce the agreement where possible. Here an agreement to buy “timber of fair quality” had a reasomable meaning, wasn’t too vague and therefore enforced
Dunlop v. Selfridge
Eastwood v. Kenyon
Establishes the tenet consideration must not be past. The consideration provided by Eastwood (by bringing up Sarah) was not good consideration to support Kenyon’s subsequent promise to discharge the debt because it was in the past.
Pao On v. Lau Yiu Long
Exception to past consideration test is established:
A) The act must have been done at the promisor’s request
B) The parties must have understood that the act was to be rewarded either by a payment or the conferment of some other benefit. Either expressly agreed or implied The latter is more likely in a commercial context
C) The payment, or other benefits, must have been legally enforceable had it been promised in advance
Tweddle v. Atkinson
Consideration must move from the promisee: A party who has not provided consideration may not bring an action to enforce a contract. Here, the contract to pay the groom money is between the fathers - and the groom is not party, therefore he is excluded.
Chappell & Co v. Nestle Co Ltd.
Consideration need not be adequate: Courts will not intervere with a bargain freely reached by two parties in good faith. Here, Nestle ran a promotion which included sending in wrappers. Though these were worthless and thrown away by the company, when discussed in a claim for royalties, they were still considered part of the consideration.
Thomas v. Thomas
Consideration must be sufficient: Here, what is meant, is consideration must have “some value” however miniscule to be considered sufficient. Mrs Thomas’ promise to keep the property in order and the £1 per annum she paid the executor of Mr Thomas’ estate was sufficient, even if not equal in value.
Stilk v. Myrick
You must provide extra/new consideration. Here, they did not provide extra/new consideration - they were originally contracted to bring back the ship - so there was no case.
Williams v. Roffey Bros & Nichol Ltd.
Roffey Bros freely renegotiated the contract, there was no duress from the Williams. The payments for work already contracted was their idea. There was new consideration (Roffey Bros avoiding late fee) provided. Payment was deemed necessary.
England v. Davidson
New Zealand Shipping Co v. AM Satterthwaite & Co (The Eurymedon)
Establishes that a third party may potentially obtain a benefit from a contract of which it was not party to. This will depend on the comtract. There was sufficient consideration for them to take benefit.
Foakes v. Beer
A promise to accept less than your legal rights is unenforceable
MWB Business Exchange Centres Ltd v. Rock Advertising Ltd.
You can’t change contracts orally with a NOM even if agreed orally. Sets out the precdent that parties can bind themselves however they want.
Rock v. MWB
Hughes v. Metropolitan Railway Co.
Central London Property Trust v. High Trees House
This is an exception to Foakes v Beer. There was consideration, despite it being less than previously agreed.
Combe v. Combe
Woodhouse A.C. Israel Cocoa Ltd. S.A. and Another v. Nigerian Produce Marketing Co. Ltd.
The Post Chaser 2
D & C Builders v. Rees
Tool Metal v. Tungsten
Merritt v. Merritt
Balfour v. Balfour
Nash v. Inman
Aylesbury Football Club v. Watford Association Football Club
Imperial Loan Co v. Stone
Matthews v. Baker
Barton v. Armstrong
Occidental Worldwide Investment v. Skibs A/S Avanti (The Sibeon & The Sibotre)
DSND Subsea Ltd v. Petroleum Geo Services ASA
Sets out the test for economic duress:
-Lack of practical choice -) illicit pressure
-Illicit pressure -) Threat to breach contract? / Good or bad faith? / Did they protest or affirm?
-Illicit pressure -) Significant cause (for all intents and purposes the ‘but for’ test): If it had not been for duress, agreement would not have been entered into
Did the misrepresentation on DSND’s side lead to PGS signing the contract? Was that economic duress? No. The misrepresentation wasn’t /the reason/ they signed and there was no duress to be found.
Carillion Construction Ltd v. Felix
Felix took advantage of the time pressure, acted in bad faith and applied illegitimate pressue to Carillion. There was no practical choice for Carillion. Carillion was on a time crunch so had to follow through as no time to get an injuction. They did however practically object via a letter. Therefore, economic duress was successfully proven & conditions satisfied.
Atlas Express v. Kafco Ltd.
Time pressure created by an obligation to a third party. Kafco felt they had no option but to sign, they didn’t truly agree to the new, changed terms. Judgment in favour of Kafco but interestingly enough, they didn’t practically object.
B & S Contracts and Design Ltd v. Victor Green Publications Ltd.
Victor Green Publications were forced into paying & subject to economic duress. However, they took quick and proper action; deducting the sum previously paid from a later invoice. Therefore, any attempts to recoup this money were not possible.
Kolmar Group AG v. Traxpo Enterprises PVT Ltd.
Time pressure created by an obligation to a third party.
North Ocean Shipping Co Ltd v. Hyundai Construction Co Ltd and Another (The Atlantic Baron)
HC’s increase of the letter of credit served as consideration for increased payments. NOS only started a case a year later. While HC’s demand for a 10% price increase did amount to economic presure and made the original contract voidable, NOS’s payments without protest affirmed the contract. NOS’s claim based on economic duress thus had to fail. d
Huyton SA v. Peter Cremer GmbH & Co
Sets out the causation test for economic duress as the ‘but for’ test. The duress must be a significant cause of the victim entering into the contract, in other words, ‘but for’ the illegitimate pressure, the victim would not have entered into the contract.
Hartley v. Ponsonby
Went above and beyond after promise of payment. Provided extra consideration by getting the ship back home despite it being an original contracted term because it was dangerous and they were not expected to do so. They needed to be paid. Can contrast with Stilk v Myrick.
RBS v. Etridge
Allcard v. Skinner
Barclays Bank plc v. O’Brien
CIBC Mortgages plc v. Pitt
Bannermn v. White
Routledge v. McKay
Oscar Chess Ltd v. Williams
Dick Bentley v. Harold Smith
Schawel v. Reade
Ecay v. Godfrey
L’Estrange v. Graucob
Grogan v. Robin Meredith Plant Hire
Curtis v. Chemical Cleaning and Dyeing Co
Parker v. South Eastern Railway Co
Thompson v. London, Midland & Scottish Railway
Henderson v. Stevenson
Thornton v. Shoe Lane Parking
Interfoto Picture Library Ltd. v. Stiletto Visual Programmes Ltd.
Chapleton v. Barry UDC
McCutcheon v. David MacBrayne
Hollier v. Rambler Motors
Henry Kendall & Sons v. William Lillico & Sons Ltd.
Petrotrade Inc. v. Texaco Ltd.
British Crane Hire v. Ipswich Plant
The Moorcock (1889)
Shirlaw v. Southern Foundries
Liverpool City Council v. Irwin
Poussard v. Spiers
Hong Kong Fir Shipping Co v. Kawasaki Kisen Kaisha Ltd.
Does it deprive the claimant of substantially the whole benefit of the contract? If not, damages are available but not repudiation (or affirmation)
Ailsa Craig Fishing Co Ltd v. Malvern Fishing Co
Claimant’s vessels damaged in defendant’s harbour by negligence. There was a limited liability clause with exceptions of theft & fire. Sets precedent that limited clauses are viewed less hostility than total exemption clauses.
Houghton v. Trafalgar Insurance
Victoria Street v. House of Fraser
Canada Steamship Lines v. R (‘Canada Steamship Rules’)
Exclusion clause for damage to claimant’s goods in the shed but defendant had to maintain it. Defendant maintains it & negligently burns claimant’s goods. Exclusion clause too ambiguous, defendant liable.
Persimmon Homes Ltd. v. Ove Arup & Partners Ltd.
Sets the precedent that contra proferentum rule has very limited application now.
McInerny v. Lloyd’s Bank Ltd.
Avon Insurance Plc. v. Swire Fraser Ltd.
Kleinwort Benson Ltd v. Malaysia Mining Corp
Dimmock v. Hallett
Gordon v. Selico
JEB Fasteners v. Mark Bloom
Pan Atlantic Co Ltd v. Pine Top Insurance Co Ltd.
Museprime Properties Ltd. v. Adhill Properties Ltd.
Edgington v. Fitzmaurice
Attwood v. Small
Redgrave v. Hurd
Smith v. Eric Bush
Bisset v. Wilkinson
Smith v. Land and House Property Corporation
Esso v. Mardon
Beattie v. Ebury
Wales v. Wadham
Keates v. The Earl of Cadogan
With v. O’Flanagan
Derry v. Peek
Thomas Witter Ltd v. TBP Industries Ltd.
Royscot Trust Ltd v. Rogerson
Howard Marine and Dredging Co. Ltd. v. A. Ogden & Sons (Excavations) Ltd.
Whittington v. Seale Hayne
Doyle v. Olby (Ironmongers) Ltd.
Standard Chartered Bank v. Pakistan National Shipping Corporation (No. 2)
UCB Corporate Services v. Thomason
Bell v. Lever Brothers
Hartog v. Colin & Shields
Lewis v. Averay
Cundy v. Lindsay
Shogun Finance v. Hudson
King’s Norton Metal Co Ltd. v. Edridge Merrett & Co Ltd.
Patel v. Mirza
Dunlop Pneumatic Tyre Co. v. Selfridge & Co.
Tweddle v. Atkinson
Shanklin Pier v. Detel Products Ltd.
Donoghue v. Stevenson
Woodar v. Wimpey
Jackson v. Horizon Holidays
Cutter v. Powell (1796) (‘Entire Obligations’)
Sumpter v. Hedges (1898)
Hoenig v. Isaacs [1952] (‘Substantial Performance’)
Planche v. Colborn (1831)
Hochster v. De la Tour (1853) (‘Anticipatory Breach’)
Vitol SA v. Norelf Ltd, The Santa Clara [1996]
White and Carter (Councils) Ltd v. McGregor [1962]
Hounslow London Borough Council v. Twickenham Garden Developments Ltd [1970]
Cooperation required to affirm a contract
Ocean Marine Navigation Ltd v. Koch Carbon Inc (The Dynamic) [2003]
There would be no legitimate interest on the innocent party’s side to affirm the contract
Davis Contractors v. Fareham Urban District Council [1956] (‘Discharge by Frustration’)
Taylor v. Caldwell (1863)
Frustration of Contract.
Appleby v. Myers (1867)
Condor v. The Barron Knights Ltd [1966]
Bank Line v. Arthur Capel & Co [1919]
Tamplin SS Co Ltd v. Anglo-Mexican Petroleum Co [1916]
Edwinton Commercial Corporation v. Tsavliris Russ (Worldwide Salvage & Towage) Ltd, The Sea Angel [2007]
Fibrosa Spolka Akcyjna v. Fairbairn Lawson Combe Barbour Ltd [1943]
Krell v. Henry [1903]
Herne Bay Steamboat Co Ltd v. Hutton [1903]
Canary Wharf (BP4) T1 Ltd v. European Medicines Agency [2019]
Tsakiroglou Co. Ltd. v. Noblee Thorl GmbH [1962]
Davis Contractors v. Fareham Urban District Council [1956]
J Lauritzen AS v. Wijsmuller BV (‘Super Servant Two’) [199]
Flying Music Company Limited v. Theater Entertainment SA [2017]
Gamerco SA v. ICM/Fair Warning (Agency) Ltd [1995]
BP Exploration Co (Libya) Ltd v. Hunt (No.2) [1982]
Robinson v. Harman (1848)
Ruxley Electronics and Construction Ltd v. Forsyth [1996]
Birse Construction Ltd v. Eastern Telegraph Co Ltd [2004]
McGlinn v. Waltham Contractors [2007]
Regus (UK) Ltd v. Epcot Solutions Ltd [2007]
Robinson v. Harman
Anglia TV v. Reed [1972]
Addis v. Gramophone Co Ltd [1909]
Johnson v. Unisys Ltd [2003]
Jarvis v Swan Tours [1973]
Farley v. Skinner (No. 2) [2001]
Malik v. Bank of Credit and Commerce International [1998]
Chaplin v. Hicks [1911]
Lambert v. Lewis [1982]
Monarch Steamship Co Ltd v. A/B Karlshamns Oljefabriker [1949]
Hadley v. Baxendale (1854)
Transfield Shipping Inc of Panama v. Mercator Shipping Inc of Monrovia, The Achilleas [2009]
Jackson v. Royal Bank of Scotland [2005]
Victoria Laundry (Windsor) Ltd v. Newman Industries Ltd [1949]
British Westinghouse Electric and Manufacturing Co v. Underground Electric Rail Co [1912]
Pilkington v. Wood [1953]
Payzu v. Saunders [1919]
Banco de Portugal v. Waterlow & Sons [1932]
C & P Haulage v. Middleton [1983]
Omak Maritime Ltd v. Mamola
Challenger Shipping Co Ltd [2010]
It is for the defendant to prove that the claimant would not have recouped the expenditure had the contract gone ahead
Attorney-General v. Blake [2001]
Experience Hendrix LLC v. PPX Enterprises Inc (2003)
Morris-Garner v. One Step (Support) Ltd [2018]
Common law damages for breach of contract cannot be awarded merely for the purpose of depriving the defendant of profits made as a result of the breach, other than in exceptional circumstances.
Supershield Ltd v. Siemens Building Technologies FE Ltd [2010]
John Grimes Partnership Ltd v. Gubbins [2013]
Parking Eye Limited v. Beavis [2015]
Cavendish Square Holdings BV v. Talal El Makdessi [2015]
Holyoake v. Candy [2017]
Adderley v. Dixon (1824)
Coatsworth v. Johnson (1886)
Eads v. Williams (1854)
Patel v. Ali [1984]
CH Giles & Co Ltd v. Morris [1972]
Co-operative Insurance Society Ltd v. Argyll Stores (Holdings) Ltd [1998]
Co-operative Insurance Society Ltd v. Argyll Stores (Holdings) Ltd [1998]
Sky Petroleum Ltd v. VIP Petroleum Ltd [1974]
Glidewell LJ’s 5 Criteria Enforcing Criteria for Extra Payment!
a) If A entered into a contract with B to do work/supply goods or services to B in return for payment and;
b) Before A has completely performed their obligations B has reason to doubt whether A will, or will be able to, complete their obligations; and
c) B promises A an additional payment for A’s promise to perform their contractual obligations on time; and
d) As a result, B gains a benefit/obviates a disbenefit; and
e) B’s promise is not given because of duress/fraud from A
Pinnel’s Case
Payment at a different place/time or of a different thing
