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PGDL > Contract Law - 1 Offer and Acceptance > Flashcards

Contract Law - 1 Offer and Acceptance Flashcards

1
Q

Storer v Manchester City Council [1974] 1 WLR 1403 - importance

A

Court is not concerned with inward mental intent but rather with what a reasonable man would say was the intention.
Lord Denning “In contracts you do not look into the actual intent in a man’s mind. You look at what he said and did. A contract is formed when there is, to all outward appearances a contract. A man cannot get out of a contract by saying: ‘I did not intend to contract’ if by his words he has done so.

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2
Q

Court not concerned with inward mental state of the parties - rather with what a reasonable man would say was the intention.

A

Storer v Manchester City Council [1974] 1 WLR 1403

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3
Q

Gibson v Manchester City Council [1979] 1 WLR 294 - case

A

City Treasurer wrote to tenant saying council may be prepared to sell house to you for £2,725 less 20% - £2,180. If you want to make formal application complete form.
Tenant completed the form.
Council changed its policy and advised the tenant they could not proceed with his application.
Held (by HoL) no binding contract because never an offer - merely first step in negotiation.

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4
Q

Offer must be clear and certain

A

Gibson v Manchester City Council [1979] 1 WLR 294

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5
Q

Gibson v Manchester City Council [1979] 1 WLR 294 - importance

A

Offer must be clear and certain

Lacked the intention to be legally bound

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6
Q

Storer v Manchester City Council [1974] 1 WLR 1403 - case

A

‘If you will sign the agreement and return it to me I will send you the agreement signed on behalf of the corporation in exchange. Did demonstrate intention to be legally bound

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7
Q

Partridge v Crittenden [1968] 1 WLR 1204 - importance

A

General rule regarding adverts is that they are invitations to treat.

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8
Q

General rule is that adverts are invitations to treat

A

Partridge v Crittenden [1968] 1 WLR 1204

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9
Q

Carlill v Carbolic Smoke Ball Co (1893) 1 QB 256 - case

A

Carbolic Smoke Ball issued an advert which offered £100 to any person who used their smoke ball in a specified manner for a specified period and still contracted influenza.
They proclaimed that they had deposited £1,000 in a named bank to show sincerity.
Plantif bought a ball, did as they said and still contracted influenza.
Held: plaintif was entitled to recovered the sum as they were bound to pay. Advert was a unilateral offer with clear prescribed act, performance of which consituted evidence. Defendants intention was clear by the £1000 deposit and certainty of the language.

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10
Q

Advert constituiting unilateral contract

A

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256

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11
Q

Fisher v Bell [1961] 1 QB 394

A

Price-marked goods in a shop window are not an offer for sale but an invitation to treat

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12
Q

Price-marked goods in a shop window are not an offer for sale but an invitation to treat

A

Fisher v Ball [1961] 1 QB 394

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13
Q

Spencer v Harding (1870) LR 5 CP 591

A

Inviting parties to tender is considered an invitation to treat

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14
Q

Inviting parties to tender considered invitaton to treat

A

Spencr v Harding (1870) LR 5 CP 591

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15
Q

Harvela Investments Ltd v Royal Trust Co. of Canada Ltd [1985] Ch 103

A

Exception to general rule that invitation to tender is invitation to treat is when tender expressly contains an undertaking to accept highest or lowest bidder

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16
Q

Exception to general rule that invitation to tender is invitation to treat is when tender expressly contains an undertaking to accept highest or lowest bidder

A

Harvela Investments Ltd v Royal Trust Co. of Canada [1985] Ch 103

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17
Q

When tender is unilateral contract

A

Harvela Investments Ltd V Royal Trust Co. of Canada [1985] Ch 103

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18
Q

Blackpool & Fylde Aero Clouc Ltd v Blackpool Borough Council [1990] 1 WLR 1195 - importance

A

Held that invitation to tender could give rise to binding contract to consider tenders where:
- tenders been solicited from specified parties known to the requesting party
- there was an absolute deadline for submission
- party requesting tender had lain down and absolute and non-negotiable conditions for submission.
Bingham LJ held: contractual duty to consider those tenders which had complied with conditions for submission

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19
Q

When tender could give rise to binding contract to consider submissions

A

Blackpool & Fylde Aero Club v Blackpool Borough Council [1990] 1 WLR 1195

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20
Q

Payne v Cave [1789] 3 Durn & E 148

A

Auctioneer’s request for bids is an invitation to treat. Bidder makes an offer which the auctioneer is free to accept / reject.
Marks acceptance by the fall of his hammer.
The offerer make revoked his offer at any time before acceptance

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21
Q

Auctioneer’s request for bids is an invitation to treat.

A

Payne v Cave [1789] 3 Durn & E 148

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22
Q

Warlow v Harrison [1859] 1 E&E 309

A

Obiter dicta:
if sale of an auction item listed without reserve - auctioneer may be sued for breach of contract if do not sell to highest bona fide bidder.
When without a reserve - two contracts;
1) bilateral - usual for an auction and determines who is entitled to the goods
2) unilateral - based on the promise that the auction will be without a reserve.

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23
Q

Auction without a reserve = 2 contracts

A

obiter dicta:

Warlow v Harrison [1859] 1 E&E 309

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24
Q

Barry v Davies [2000] 1 WLR 1962

A

Approved the approached in Warlow v Harrison [1759] 1 E&E 309 that an auction without a reserve is two contracts

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25
Q

Approved the approach in Warlow v Harrison

A

Barry v Davies [2000] 1 WLR 1962

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26
Q

Hyde v Wrench [1840] 3 Beav 334

A

Where an offeree makes a counter offer the original offer is deemed to have been rejected and is therefore no longer valid.
Acceptance must be unqualified and correspond exactly with the terms of the offer

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27
Q

Counter offer deems original offer rejected and invale

A

Hyde v Wrench [1840] 3 Beav 334

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28
Q

Stevenson, Jacques & Co v McLean [1880] 5 QBD 346 - case

A

Defendant offered to sell 3000 tons of iron at 40s net cash per tin, open til Monday. Claimant responds: Please write whether you would accept 40 for delivery over two months, or if not the longest limit you would give. Having received no reply, accepted the original offer.
Court held that claimant’s response was not a counter offer - rather an enquiry which did not serve to reject the original offer

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29
Q

An enquiry does not serve to reject the original offer

A

Stevenson, Jacques & C v McLean [1880] 5 QBD 346

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30
Q

Financings Ltd v Stimson [1962] 1 WLR 1184

A

Lapse of an offer: subject to fulfilment of a condition.
Customer offered to take car under a hire purchase agreement (offer being made to a finance company).
Car stolen from dealers & damaged.
Dispute as to whether customer’s offer subject to an implied term that the car remained in same condition.
Held: customer’s offer subject to implied term

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31
Q

Offer makes offer subject to fufilment of a condition

A

Financings Ltd. v Stimson [1962] 1 WLR 1184

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32
Q

An offerer may revoke his offer at any time before acceptance

A

Payne v Cave [1789] 3 Durn & E 148

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33
Q

Dickinson v Dodds [1876] 2 Ch D 463

A

The offeror is not bound to keep an offer open for a set amount of time even if stipulated. Unless, the offeree has given something of value in return. Then, there is a separate binding contract known as an option & revocation within the period will be in breach of that contract
Revocation is effective even if communication by a third party

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34
Q

If offeree gives something of value in return for offer being held open for stipulated amount of time

A

Then there is a separate binding contract known as an option & revocation
Dickinson v Dodds [1876] 2 Ch D 463

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35
Q

Bryne v Van Tienhoven [1880] 5 CPD 344

A

When revocation is communicated by post it only takes effect once it is received by the offeree

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36
Q

When revocation is communicated by post it only takes effect once it is received by the offeree

A

Bryne v Van Tienhoven [1880] 5 CPD 344

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37
Q

Means of communication a revocation do not matter - will be effective even if via a third party

A

Dickinson v Dodds [1876] 2 Ch D 463

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38
Q

Great Northern Railway Company v Witham [1873]

A

It remains possible to revoke a unilateral offer at any time before the completion of the required act

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39
Q

Remains possible to revoke a unilateral offer at any time before the completion of the required act

A

Great Northern Railway Company v Witham [1873]

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40
Q

Errington v Errington & Woods [1952] 1 KB 290

A

Father agreed to give son and daughter-in-law his house if they paid off the mortgage. The couple had made several payments towards the paying off of the loan when the father revoked the offer. COurt held that the promise could not be revoked after the couple had started to pay the instalments as long as they contieues to be paid

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41
Q

Cannot revoke an offer even if the act is only partly completed

A

Errington v Errington & Woods [1952] 1 KB 290

- House mortgage

42
Q

Daulia v Four Mill Bank Nominees Ltd [1978] Ch 231

A

Lord Justice Goff ‘ the true view of a unilateral contract must.. be that the offeror is entitled to require full performance of the condition which he has imposed… subject to one important qualification, which stems from the fact that there must be an implied obligation on the part of the offeror not to prevent the condition becoming satisfied which obligation it seems to me must arise as soon as the offeree starts to perform

43
Q

Offeror is entitled to require full performance of a condition as long as the offeror does not prevent condition being satisfied

A

Daulia v Four Mill Bank Nominees ltd. [1978] Ch 231

44
Q

Offer can be made to the whole world and those embarking have no requirement to communicate their intention to accept the offer

A

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256

45
Q

Shuey v United States [1875] 23 L ed 697

A

US (no english authority)
When the offeror has no idea of who may be responding to the offer, revocation will be effective if reasonable steps have been taken to bring it to the attention of all those who may have read the offer

46
Q

If offer is made to the ‘world’ a valid acceptance may be made by any person with notice of the offer

A

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256

47
Q

R v Clarke [1927] 40 CLR 227 - case

A

Reward offered for information leading to the arrest and conviction of the persons who committee the murders of two police offers. Clarke had seen this offer but only gave relevant info after he had been arrested for the crime and had forgotten the reward offer.
Held: he had not acted on the faith of or reliance up on the offer.

48
Q

Act or promise constituting the acceptance must be given in the knowledge of the offer

A

R V Clarke [1927] 40 CLR 227

Held: had not acted on the faith of or in reliance upon the offer

49
Q

Williams v Carwardine [1833] 5 C & P 566

A

If there’s evidence of pre-requisite knowledge, it matters not that the act is performed for an entirely different motive which is quite unconnected with the terms of the offer

50
Q

Evidence of pre-requisite knowledge then doesn’t matter if act if performed for a different motive

A

Williams v Carwadine [1833] 5 C & P 566

51
Q

Acceptance must be unqualified and correspond exactly with the terms of the offer

A

Hyde v Wrench [1870] 3 Beav 334

52
Q

Manchester Diocesan Council for Education v Commercial and General Investments [1970] 1 WLR 241

A

Buckley J explained that it’s open to offeror to prescribe a mode of acceptance ‘in terms insisting that only acceptance in that mode shall be binding’.

53
Q

If an offerer intends that he shall be bound only if his offer is acctped in some particular manner, it must be for him to make this clear

A

Buckley J:

Manchester Diocesan Council for Education v Commercial and General Investments [1970] 1 WLR 241

54
Q

Tinn v Hoffman [1873] 29 LT 271

A

Unless prescribed mode of acceptance is made mandatory, another mode of acceptance which is no less advantageous to the offerer will bind him

55
Q

Unless specified mode of acceptance is mandatory, other modes no less advantageous to offerer will be accepted

A

Tinn v Hoffman [1873] 29 LT 271

56
Q

Yates Building Co. Ltd v Pulleyn & Sons (York) Ltd [1975] 119 SJ 370 - significance

A

If method of acceptance is for the benefit of the offeree, the offeree can waive a stipulation and use an alternative mode if it doesn’t not disadvantage the offere

57
Q

Yates Building Co. Ltd v Pulleyn & Sons (York) Ltd [1975] 119 Sj 370 - case

A

Acceptance was to be sent registered or recorded delivery. This was for the benefite of the offeree as provided proof of acceptnace. Offeree was therefore abvle to waive this requirement

58
Q

If mode of acceptance is chosen to benefite oferee, offerree can waive this benefit

A

Yates Building Co. Ltd v Pulleyn & Sons (York) Ltd [1975] 119 SJ 370

59
Q

Felthouse v Bindley [1862] 11 CB (NS) - case

A

F offered to buy his nephews horse for £30 15s. In the letter with the offer F wrote ‘ If i hear no more I consider him mine for £30 15s”
Nephew didn’t reply, sold the horse to someone else.
F alleged there was a binding contract. Court help that the nephew had not communicated his intention to sell the horse to F and so no contract

60
Q

Felthouse v Bindley [1862] 11 CB (NS) - importance

A

Acceptance has to be communicated

61
Q

Acceptance has to be communicated

A

Felthouse v Bindley [1862] 11 CB (NS)

62
Q

Powell v Lee [1908] 99 LT 284 - case

A

P applied to a commitee of school managers for post of headmaster.
Committee decided to appoint P but did not inform him.
One member, without authorisation, informed P had been selected.
Committee change of mind and selected a different person. P contended breach of contract.
Held: No contract because committee had not communicated an acceptance.

63
Q

Purported acceptance, made with authority is not binding

A

Powell v Lee [1908] 99 LT 284 - case

64
Q

Adams v Lindsell [1818] 1 B & Ald 681

A

Laid down the postal rule.
Further acceptance to the rule that acceptance has to be communicated to the offereor.
Where post is deemed proper means of acceptance, the acceptance takes effect from the moment the letter is properly posted. This is when it is put into an official letter box or into the hands of an employee of the PO authorised to receive letters

65
Q

Postal rule - acceptance in effect once properly posted

A

Adams v Lindsell [1818] 1 B & Ald 681

66
Q

London and Northern Bank, ex p. Jones [1900] 1 Ch 220

A

Letter not properly posted by putting into the hands of a postman only authorised to deliver letters

67
Q

Letter not properly posted by putting into the hands of a postman only authorised to deliver letters

A

London and Northern Bank, ex p. Jones [1900] 1 Ch 220

68
Q

Household Fire and Carriage Accident Insurance Co. V Grant (1879) 4 Ex D 216 - relevance

A

Postal rule applies even where the acceptance is delayed or lost in the post.

69
Q

Household Fire and Carriage Accident Insurance Co. V Grant (1879) 4 Ex D 216 - case

A

G applied for shares of the plaintiff company. Company accepts via letter but it never arrived.
Company into liquidation, liquidator on behalf of the company sued for the balance outstanding.
G contented not bound to pay since he had not received a reply.
Held: contract was made at the moment the letter was posted

70
Q

Contact made at the moment the letter was posted

A

Household Fire and Carriage Accident Insurance Co. V Grant (1879) 4 Ex D 216

71
Q

Henthorn v Fraser [1892] 2 Ch 27

A

Postal rule only applicable where reasonable for the offeree to use post.
Held to be unreasonable to use the post when im[lied condition that prompt acceptance required

72
Q

unreasonable to use the post when implied condition that prompt acceptance required

A

Henthorn v Fraser [1892] 2 Ch 27

73
Q

Postal rule only applicable where reasonable for the offeree to use post.

A

Henthorn v Fraser [1892] 2 Ch 27

74
Q

Quenerduaine v Cole [1883] 32 WR 185

A

Fact that counter-offer was made by telegraph indicated implied condition that prompt acceptance was required. Purported acceptance by letter, which reached the counter-offer after the counter-offer had lapsed, was ineffective

75
Q

Counter-offer was made by telegraph indicated an implied condition that prompt acceptance was required

A

Quenerduaine v Cole [1883] 32 WR 185

76
Q

Holwell Securities v Hughes [1974] 1 WLR 155

A

Lawton LJ stated that postal rule will not apply where it would lead to ‘a manifest inconvenience or absurdity’

77
Q

Postal rule does not apply when would lead to inconvenience or absurdity

A

Lawton LJ

Holwell Securities v Hughes [1974] 1 WLR 155

78
Q

Bryne v Van Tienhoven [1880] 5 CPD 344

A

Postal rule only applies to letters of acceptance not revocation

79
Q

Postal rule only applies to letters of acceptance not revocation

A

Bryne v Van Tienhoven [1880] 5 CPD 344

Henthorn v Fraser [1892] 2 Ch 27

80
Q

Henthorn v Fraser [1892] 2 Ch 27

A

Postal rule only applies to letters of acceptance not revocation

81
Q

Henthorn v Fraser [1892] 2 Ch 27

A

Day 1: F makes offer and H recieves to seel certain giuse with the offer to remain open for 14 days. H recieves the offer in person.
Day 2: F posts revocation
Day 2 (later): H posts acceptance
Day 3: H receives revocation
Day 3 (later) F receuves acceptance
Held: contract was made when H posted his letter of accepteptance

82
Q

Revocation not valid until received, acceptance valid once posted

A

Henthorn v Fraser [1892] 2 Ch 27

83
Q

Gertreide-Import Gesellschaft v Contimar [1953] 1 WLR 207

A

Postal rule does not apply if incorrectly addressed

84
Q

Postal rule does not apply if incorrectly addressed

A

Gertreide-Import Gesellschaft v Contimar [1953] 1 WLR 207

85
Q

Holwell Securities v Hughes [1974] 1 WLR 155

A

Postal rule does not apply if disaplied by the offereor

86
Q

Postal rule does not apply if disaplied by the offeror

A

Holwell Securities v Highes [1974] 1 WLR 155

87
Q

Holwell Securities v Hughes [1974] 1 WLR 155 - case

A

Plaintiffs granted option by defendant ‘excersiable by notice inw riting’ an any time within 6 months of the date herof.
6 months later plaintiff wrote to defendant giving notice to exercise the option but letter didn’t arrive
Hled: option had not been validly exercised because actual communication was required by the use of the phrase ‘by notice….to’

88
Q

Dunmore v Alexander [1830] 9 Shaw 190

A

Postal rule suggests B cannot retract acceptance by telephone of an offer he made by post the day before

89
Q

Postal rule suggests B cannot retract acceptance by telephone of an offer he made by post the day before

A

Dunmore v Alexander [1830] 9 Shaw 190

Wenkheim v Arndt (NZ) [ 1861]

90
Q

Entores v Miles Far East Corporation [1955] 2 QB 327 confirmed by

A

Brinkibon v Stahag Stahl [1983] 2 AC 34

91
Q

Brinkibon v Stahag Stahl [1983] 2 AC 34 confirms

A

Entores v Miles Far East Corporation [1955] 2 QB 327

92
Q

Brinkibon v Stahag Stahl [1983] 2 AC 34

A

General rule - when acceptance received by instantaneous mode of communication, acceptance takes place at moment acceptance received

93
Q

General rule - when acceptance received by instantaneous mode of communication, acceptance takes place at moment acceptance received

A

Brinkibon v Stahag Stahl [1983] 2 AC 34
confirms
Entores v Miles Far East Corporation [1955] 2 QB 327

94
Q

Entores v Miles Far East Corporation [1955] 2 QB 327

A

General rule - when acceptance received by instantaneous mode of communication, acceptance takes place at moment acceptance received

95
Q

The Brimnes [1975] QB 929

A

concerns communication sent during office hours.
CoA concluded that a telex had been sent during ordinary office hours on a Friday but not been seen until following Monday . It was effective when it was received

96
Q

Telex received in usual working hours - effective when received

A

The Brimnes [1975] QB 929

97
Q

Mondial Shipping and Chartering BV b Astarte Shipping Ltd [1995] CLC 1011

A

Telex sent outside ordinary hours.
Telex sent 23:41 Friday by ship owners to charterers informing them of their intention to withdraw vessel for non-payment of hire.
They had until Friday midnight to pay
Deemed that the telex was sent out of office hours so only came into effect the following Monday at which point charterers in breach of their contract.

98
Q

Telex sent outside ordinary hours.

A

Mondial Shipping and Chartering BV b Astarte Shipping Ltd [1995] CLC 1011

99
Q

Thomas v BPE Solicitors [2010] All ER (D) 306

A

What is office hours will depend on the particular context of the communications. Blair J expressed view that the postal rule is inapplicable to email communication. Email acceptance only effective when recieved.

100
Q

What is office hours will depend on the particular context of the communications.

A

Thomas v BPE Solicitors [2010] All ER (D) 306

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