EXAM NOTES: Agreement Flashcards
Define an offer
expression of willingness to contract on specified terms made with the intention that it is to become legally binding as soon as it it is accepted by the person to whom it is addressed - Trietel
Characteristics of an offer
- Sufficiently clear and certain Gibson cf Storer v MCC
- communicated to the offeree Taylor v Laird
Define consideration
the act or forbearance of one party or the promise thereof is the price of the contract and the contract is enforceable Dunlop v Selfridge
what value must consideration have?
- must be sufficient ie have some value White v Bluett
- need not be adequate to the value of hte contract Chappell v Nestle
is promised future consideration valid?
yes - Dunlop v Selfridge
can past act be good consideration
generally no (Eastwood v Kenyon)
- but can be if Pao On v Lau Yiu Long criteria met
- -done at promiser’s request
- -parties understood the act would be rewarded
- -payment would have been legally binding had it been promised in advance
how does consideration relate to the performance of public duties?
performing existing public duties cannot be good consideration (Collins v Godefroy)
- unless the performer goes beyond their legal duty (England v Davidson)
are contracts for the same act with multiple parties valid?
yes according to Scotson v Pegg and the Eurymedon
what is the main presumption relating to ICLR
presumption of no ICLR in domestic/social settings Balfour v Balfour
–can be rebutted through parties words/conduct Peck v Lateau
What is an ITT
preliminary stage of negotiation that is not sufficiently clear and certain to constitute an offer or rejection
what are adverts normally
ITT Partridge v Crittenden
what is the exception to the rule about adverts and ITT
unilateral offers eg Carlill v Carbolic - prescribing an act which, once performed, equates to acceptance
— also obiter comments in Grainger v Gough about advertisers who are also manufacturers
what does a display of goods normally constitute
an iTT Fisher v Bell and Pharma Society of GB
what is a unilateral offer
- one made to the whole world eg Carlill v Carbolic
- can be revoked at any time before acceptance Great Northern Railway v Witham
- unless offeree has started to perform the act already Errington v Errington & Woods
What constitutes valid acceptance?
mirror image of the offer Hyde v Wrench
Silence cannot be acceptance Felthouse v Bindley
What constitutes a counter-offer
any response that attempts to change a major term is not a mirror image and is a counteroffer which kills the original offer Hyde v Wrench
What is a request for further information?
attempt to find out more about major terms
- offer remains open for acceptance Stevenson Jacques v McLean
- look for interrogatory language and enquiries about ancillary matters
what is the rule about proscribed modes of acceptance?
Manchester Diocesian v Commerical & General Investments - offeror must expressly exclude all alternative modes of acceptance eg “only” or “by no other method”
In not then Tinn v Hoffman any other mode may be valid if it is equally advantageous
- especially if they’ve given alternative contact details
what is the rule about instantaneous communication?
1) acceptance by instantaneous methods is deemed communicated on receipt Entores v Miles
2) if receipt fails due to the negligence of the receiving party, communication will be deemed valid Entores v Miles
3) if neither party’s fault, no contract
what is the postal rule
Adams v Lindsell acceptance valid on proper posting
- therefore does not apply where letter is misaddressed Getreide Import v Contimar
- will not apply if it is unreasonable to use the post - Henthorn v Fraser
- Quenerduaine v Cole: if a prompt response is needed a letter may be unreasonable
how can the postal rule be ousted
Holwell Securities v Hughes + Household Fire v Grant - only be strong language saying you want actual receipt of acceptance
What is an option contract?
a contract keeping an offer open for a certain amount of time
- Dickinson v Dodds
- Routledge v Grant
- need consideration, agreement and ICLR like any other contract
how can a contract be revoked?
two parts:
1) some act which manifests intention to revoke
2) offeree has knowledge of this act
- acceptance after valid revocation or revocation after valid acceptance are invalid Payne v Cave
what is the rule about third party revocation
it is acceptable and need not be authorised by the offeror as long as it shows their unequivocal intention to revoke
- Dickinson v Dodds
- see criticism by Trietal
what is the criticism of third party revocation
Trietal:
- leaves offeree having to decide if the source of information is reliable
- suggesting that it should be communicated by the offeror only
Poole:
- suggests instead the test should be “ought the third party reasonably to be believed”
how will remedies work in an agreement question?
- whoever entered the contract first is entitled to the goods
- any other party will be entitled to damages for breach of contract
- this will reflect their expectation interest; Robinson v Harman - put them in the position they would have been in had the contract been properly performed
what is an invitation to tender?
Spencer v Harding - an ITT
When will an invitation to tender be an offer?
- if the invitation states that the highest bid will be accepted Harvela v Royal Trust of Canada
when will an invitation to tender give rise to a binding contractual obligation?
- if it states teh highest bid will be accepted (Harvela v Royal Trust of Canada)
- if it asks for tenders from known parties and gets them in accordance with strict requirements, they have a duty to consider them - Blackpool & Fylde Aero Club v Blackpool
what is an auctioneer’s request for bids?
an ITT Payne v Cave
what is the battle of the forms
Butler Machine v Ex-cell-o Corp
- where a number of counter-offers demand agreement ‘on our terms’ last one is binding
When does revocation become effective?
on communication Byrne v Van Tienhoven
In what way should a unilateral contract be revoked?
Shuey v USA
- in the same way it was made ie to affect the same number of people
when will an offer lapse?
after a reasonable amount of time depending on the facts
what is the rule if an offer is made in error?
Hartog v Colin Shields
- offeree cannot ‘snap up’ hte offer
- if he knows or ought to know it was made in error
who can accept an offer?
only the offeree Boulton v Jones
can acceptance be communicated by a third party?
Powell v Lee
what is the rule about when instantaneous communication is sent?
- Tenax v The Brimmes - if sent within office hours, reasonable to expect a business to have received it
- Mondial Shipping v Astarte - if sent outside office hours, deemed received first thing the next morning
What is the rule for ICLR in business situations?
Frank v Crompton Bros rebuttable presumption of ICLR in business arrangements
What happens if a properly posted letter is lost?
Household Fire v Grant - a properly posted letter will be binding acceptance if postal rule not ousted, regardless of whether it arrives or not (if it was an acceptable mode)
what is the rule about ICLR based on conduct while making agreement?
Licences Corporation v Lawson
- no ICLR in social/domestic situations
- where the statement is made in jest or anger
What is the rule if an item is auctioned without reserve?
- constitutes a unilateral offer
- acceptance is by the highest bidder Warlow v Harrison
What must the offeree do to actually post a letter according to the postal rule?
- Re London and Northern Bank ex p Jones
- put in a Royal Mail postbox
- or into the hands of a RM postman
what constitute office hours?
Thomas v BPE Solicitors
- depends on the context
what says someone must have knowledge of an offer if they are to accept it?
R v Clarke
