Contract Essay Flashcards
The Eurymedon
Per Wilberforce, for parties (battle of the forms), on some occasions, the courts have been prepared to recognize that a contract may be made without it being possible to identify a clear offer and acceptance.
Even though there had been no written agreement, the SC held that there was a contract based on (i) what had been said and done with a view to seeing if this indicated a clear intention to create legal relations.
RTS Flexible Systems Ltd
Even where there is no clear offer and acceptance, if the parties act as if they had an agreement in place, the court may infer an agreement from their conduct.
Reveille Independent LLC v Anotech International (UK) Ltd - offer set out in a draft and unsigned contract.
Common sense approach
Septo v Tintrade; terms and condition set out in contract are incompatible to the ones in the email. The CoA said that a common sense approach needed to be adopted to look at “the intention of the parties as practical business people operating in the real world”. The email terms took precedence over the standard terms. The court looked at commercially reasonable approach.
Master agreement
TRW Ltd v Panasonic Industry - The principle that the contractual terms in the last document prevails was negated when a master agreement was put in place at the start of a series of transactions. This prevails all subsequent transactions between the parties.
Pease v Henderson Administration
The courts should direct its discretion to look at the ultimate purpose of a transaction to identify the parties’ intentions.
Lord Clarke JSC - RTS Flexible Systems Ltd v Molkerel Alois Muller
“Whether there is a binding contract between the parties and if so, upon what terms depends what they have agreed. It depends not upon their subjective state of mind but upon a consideration of what was communicated between them by words or conduct, and whether that leads objectively to a conclusion that they intended to create legal relations and had agreed upon all terms which they regarded, or the law requires, as essential for the formation of legally binding relations.
