Key Case Authorities Flashcards
Defining an offer
Taylor v Laird [1856]
What did Taylor v Laird say?
-an offer is binding and capable of acceptance as given clear terms and certainty of what is expected of each party
ITT
Partridge v Crittenden (1968)
What did Partridge v Crittenden say?
- unless clear form the language of the advert, it is an ITT not an offer
Invitation to tender
- Harvela Investment Ltd v Royal Trust Co. of Canada (1986)
What did Harvela Investment Ltd v Royal Trust Co of Canada say?
- prohibited use of referential bids
Request for information
Harvey v Facey [1893]
What did Harvey v Facey say?
- party can supply info in course of negotiations without giving commitment to go through with from agreement
Death of an offer - Revocation
Payne v Cave (1789)
What did Payne v Cave say?
- an offer can be revoked any time until it is accepted
Death of an offer - Rejection
Hyde v Wrench [1940]
What did Hyde v Wrench say?
-counteroffer rejects the original offer so that it may no longer be accepted
Death of an offer - Lapse of time
Ramsgate Victoria Hotel v Montegiore [1866]
What did Ramsgate Victoria Hotel v Montegiore say?
- if duration of offer not limited by express terms it will terminate after reasonable lapse of time
Death of an offer - occurrence fo a condition
Financings Ltd v Stimson [1962]
What did Financings Ltd v Stimson say?
- An offer expressly made to determine on the occurrence of a condition cannot be accepted after that condition has occurred.
Death of an offer - dearh
Re Whelan [1897]
What did Re Whelan say?
- an offeree may not accept after being notified of the offers death
Acceptance by Conduct
Brogden v Metropolitan Railway Co [1877]
What did Brogden v Metropolitan Railway co say?
Despite not communicating, the counteroffer had been accepted by conduct.
Acceptance by silence
Felthouse v Bindley [1862]
What did Felthouse v Bindley say?
- silence canto constitute acceptance
Communicating acceptance
Kennedy v Tomassen [1929]
Exception to communicating acceptance
Carlill v Carbolic Smokeball Co. [1892]
What did Calrlill v Carbolic Smokeball Co. say?
- unless stated in the terms of the unilateral offer it waives the requirement of the offeree to communicate acceptance.
Postal rule
Adams v Lindsey [1818]
What did Adams v Lindsey say?
- postal acceptance takes effect when the letter is properly posted
Postal rule - Instantaneous Communication
Entores V Miles Far East Corp. [1985]
What did Entores v Miles Far east Corp say?
- for instantaneous modes of communication - offers are accepted on receipt not on sending.
Postal Acceptance v Withdrawal
Byrne v Van Tienhoven [1880]
What dud Byrne v Van Tienhoven say?
- postal acceptance overrides withdrawal of an offer posted before but not yet received.
Battle of the forms (last shot rule) combined which 2 cases?
1 - Hyde v Wrench [1840] - counteroffer rejected original offer
2 - Brogden v Metropolitan Railway Co. [1877] - acceptance by conduct
Exception to Mirror image rule
G Percy Trentham Ltd v Archival Luxfer Ltd [1993]
What did G Percy Trentham Ltd v Archival Luxfer Ltd [1993] say?
- any inessential terms that do not mirror can be ignored as the parties have turned their BOTF into a working business relationship.
Auctions and ITT
Payne v Cave (1789)
What did Payne v Cave say (auctions)?
- the auctioneers requests for bids is not an offer which can be accepted by the highest bidder
Role of auctioneer
Barry v Davies [2001]
What did Barry v Davies say?
- a collateral contract between the auctioneer and highest bidder exists when item offered for sale without reserve.
Defining consideration
Currie v Misa [1875]
What did Curry v Misa [1875] say?
-“some right, interest, profit or benefit accruing to one party, or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other.”
Consideration must move from promisee
Price v Easton [1883]
What did Price v Easton say?
-only a person who provided valid consideration could sue under the contract.
Consideration need not be adequate but must be sufficient
White v Bluett (1853)
What did White V Bluett say?
- giving up something you have no right to do in the first place is not consideration
- must have some economic value.
Consideration need not be adequate but must be sufficient
Chappell & Co. Ltd v Nestle Co. Ltd [1960]
What did Chappell & Co. Ltd v Nestle Co. Ltd [1960] say?
- precise value of consideration not insisted on by law
Consideration must not be past
Eastwood v Kenyon [1840]
What did Eastwood v Kenyon [1840] say?
- claimants actions occurred before the promise was made = past consideration
Exception to Past consideration
Lamplight v Braithewaite [1615]
What did Lamplight v Braithewaite say?
- implied assumption that a fee would be paid
- where a past benefit was conferred at the beneficiary’s request and a reward would be reasonably expected
Consideration must be over and above an existing obligation- Performance of an existing public duty
Collins v Godefroy (1831)
What did Collins v Godefroy say?
- a person cannot recover money promised to him in return for his performance of a duty imposed by law
Consideration must be over and above an existing obligation - Performance of an existing contractual duty
Stilk v Myrick [1809]
What did Still v Myrick say?
- if under existing contractual duty, and not providing ay consideration for the promise of extra money, not entitled to anything.
Promissory Estoppel Requirements
Collier v P & M J Wright (Holdings) Ltd
what did Collier v P & M J Wright (Holdings) Ltd say?
- To successfully argue promissory estoppel the party needs to prove:
1 – clear and unequivocal promise which the promisor knew or intended the other would rely on
2 – a change in position but the promisee in reliance on the promise
3 – that it would be inequitable for the promisor to rely on the promise.
Promissory Estoppel limitations
Combe v Combe [1951]
What did Combe v Combe say?
-Promissory estoppel used as a defence rather than a reason to sue
Consideration for part-payment of debt
Pinnel’s Case (1602) 5 Co. Rep. 117
What did Pinnel’s case say?
-part-payment of debt cannot be satisfaction of the whole. modification of contract requires ‘fresh’ consideration to be enforceable.
Fresh consideration can be found by
1- Before the due date
2- With a chattel
3- To a different destination (person or place)
Upheld Pinnel’s case
Foakes v Beer [1884]
What did Foakes v Beer say?
upheld Pinning’s case and said that Beer’s promise not to enforce the original judgement was not binding as Foakes had not provided consideration for the later promise.
Promise to pay less (PPOD)
Re v Selective Ltd [1995]
what did Re v Selective Ltd [1995] say?
- -promise to pay more distinguishable from PPOD.
-WvR doesn’t apply to PPOD
Argue to change law on PPOD?
MWB Business Exchange v Rock Advertising [2018] UKSC 24
what did MWB Business Exchange v Rock Advertising [2018] UKSC 24 say?
-Decided in a time where contracts where between individuals, change in context now between individuals and corporate entities.
-All cases are trying to get around F v B so decision needs to be changed to be simplified.
-Modern-day common-law cares about people (consumers) and justice – old CL was focused on money only.
Intention to create relations in matrimonial agreements (married)
Balfour v Balfour (1919)
what did Balfour v Balfour say?
-this agreement did not rebut the domestic presumption that domestic relations don’t intend to create legal relations as they were married
Relations in Matrimonial agreements (broken)
Merrit v Merrit (1970)
what did Merrit v Merrit (1970) say?
-This agreement rebutted the presumption of domestic relations as the marriage in breakdown.
Rebuttal by express terms of intention
Rose & Frank co. v Crompton [1924] UKHL 2
What did Roe & Frank co. v Crompton say?
When there are express terms (e.g., ‘Not subject to the jurisdiction of any court’ ) of intention not to create legal relations in the agreement the presumption is rebutted.
Rebuttal with no express display of intention
Esso Petroleum v Commissioners of Customs Excise [1975]
What did Esso Petroleum v Commissioners of Customs Excise say?
A contract in a commercial context will not ordinarily rebut the commercial presumption.
Detrimental reliance in domestic relationships
Parker v Clark [1960]
what did Parker v Clark say?
This detrimental reliance is a strong indicator that they intended to enter a legally binding agreement.
Rebuttal with no expression display of intention - context
Blue v Ashley (2017)
What did Blue v Ashley say?
Importance of the context within which a contract is agreed is, when judged objectively by a reasonable person, to defining if the parties are able to rebut the presumption to create legal relations.
Defining mere puffs
Dimmock v Hallet (1866-7)
What did Dimmock v Hallet (1866-7) say?
Court held mere puffs to be not a fact but mere sales talk, describing the statement as a “flourishing description.”
Objective approach to interpreting contracts
Financial Conduct Authority v Arch Insurance [2021] UKSC 1
what did Financial Conduct Authority v Arch Insurance [2021] say?
–“contract, must be interpreted objectively by asking what a reasonable person, with all the background knowledge which would reasonably have been available to the parties when they entered into the contract, would have understood the language of the contract to mean. “
Guiding principles - verification
Schawel v Reade [1913] 2 IR 64
what did Schawel v Reade [1913] 2 IR 64 say?
if party had clearly communicated the purpose then the statement was a term and there had been a breach of that contractual term.
Guiding principles - written statements
Routledge v McKay [1954] 1 WLR 615
What did Routledge v McKay [1954] 1 WLR 615 say?
usually inferred that a factual statement written down by the parties is intended to be a term of the agreement, rather than a representation.
Guiding principles - importance
Bannerman v White (1861) 142 All ER 68
what did Bannerman v White (1861) 142 All ER 68 say?
-if C clear about the important of a term to the contract and rely on a statement from the seller – it is a term not a representation.
Guiding principles - greater knowledge
Oscar Chess Ltd v Williams [1957] 1 WLR 370
what did Oscar Chess Ltd v Williams [1957] 1 WLR 370 say?
- the model of the car was held as a representation as the car dealer had a greater knowledge than the D and in better position to know the model of the car.
Guiding principles - greater knowledge
Dick Bentley Productions Ltd v Harold Smith (Motors) Ltd [1965] 1 WLR 623
what did Dick Bentley Productions Ltd v Harold Smith (Motors) Ltd [1965] 1 WLR 623 say?
- Court found it was terms as Harold had greater knowledge than Dick Bentley, who had relied upon his knowledge.
Guiding principles - time elapsed
Routledge v McKay [1954] 1 WLR 615
what did Routledge v McKay [1954] 1 WLR 615 say?
-the lapse of time between the making of the statement and entering into the contract also gave the claimant opportunity to check the statement.
Parol evidence rule
Henderson v Arthur [1907] 1 KB 10
what did Henderson v Arthur [1907] 1 KB 10 say?
if a contract is written then that writing is the whole contract and the parties cannot adduce extrinsic evidence, and especially oral evidence, to “add to, vary or contradict the writing”
Interpretation/construction of express terms in contracts
Investors Compensation Scheme Ltd v West Bromwich Building Society [1998]
what did Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] say?
5principles of contractual obligation: 1 – what would a reasonable person (having all background knowledge) have understood the term to have meant. 2 – does the background include anything in the ‘matrix of fact’ that could affect the language’s meaning. 3 – but this must exclude prior negotiations 4 – the meaning of words should not be construed literally but contextually 5 – but it must be presumed that people do not easily make linguistic mistakes.
Interpretation/construction of express terms in contracts (recent)
Arnold v Britton [2015] UKSC 36
what did Arnold v Britton [2015] UKSC 36 say?
-purpose of such interpretation is not to say what the court thinks they agreed but to identify what the parties agreed.
Implied terms
Shell UK Ltd v Lostock Garage Ltd (1977)
what did Shell UK Ltd v Lostock Garage Ltd (1977) say?
terms implied in law as first category and terms implied in fact as ‘second category’.
Implied by fact
The Moorcock (1889)
what did The Moorcock (1889) say?
defendant to be under an implied obligation to take reasonable care that the wharf was safe. The implication was founded on the presumed intentions of the parties and that it was necessary to give ‘business efficacy’ to the transaction.
Construction fo the contract
Attorney-General of Belize v Belize Telecom Ltd [2009] UKPC
what did Attorney-General of Belize v Belize Telecom Ltd [2009] UKPC say?
confirmed that the courts could not simply incorporate terms which would make the contract fair or reasonable. To emphasize that the process of implying a term into a contract was part and parcel of the court’s task of contractual construction.
Construction fo the contract
Marks & Spencer plc v BNP Paribas Securities [2015] UKSC 72
what did Marks & Spencer plc v BNP Paribas Securities [2015] UKSC 72 say?
- it must be necessary to imply the relevant term and it is not sufficient that it would be reasonable to do so.
Implied by law
Scally v Southern Health & Social Services Board [1992] 1 AC 294 [307]
what did Scally v Southern Health & Social Services Board [1992] 1 AC 294 [307] say?
- held that the employers had breached a contractual duty, implied into the employment contracts, to properly inform their employees about their rights. These were duties in the common law that the court was willing to imply into this contract.
Implied by custom
Hutton v Warren (1836) 1 M & W 466 and Smith v Wilson (1832)
what did Hutton v Warren (1836) 1 M & W 466 and Smith v Wilson (1832)say?
The term was implied as it was common practice for farming tenancies to contain such a clause. Courts need to be convinced that the custom is notorious and established enough to included, people won’t be able to rely on spurious terms.
Defining conditions
Couchman v Hill [1947] KBw
what did Couchman v Hill [1947] KB say?
A conditional term on ‘a substantial ingredient in the identity of [the thing sold]’.
Conditions
Lombard North Central v Butterworth [1987] QB 527
what did Lombard North Central v Butterworth [1987] QB 527 say?
-by the clause stating ‘shall be the essence of this lease’ mean that they intended it to be a condition of the contract.
warranties
Bettini v Gye (1875-76) LR 1 QBD 183
what did Bettini v Gye (1875-76) LR 1 QBD 183 say?
-“question depends on whether this part of the contract is a condition precedent to the defendant’s liability, or only an independent agreement, a breach of which will not justify a repudiation of the contract but will only be a cause of action for a compensation in damages.”
Innominate terms
Hong Kong Fir Shipping Ltd v Kawasaki Kisen Ltd [1962] 2 QB 26
what did Hong Kong Fir Shipping Ltd v Kawasaki Kisen Ltd [1962] 2 QB 26 say?
look to the effect of the breach - whether the breach has substantially deprived the innocent party of the whole benefit of the contract
-only if yes can breach be akin to conditions.
Innominate terms ( more recent)
Bunge Corp v Tradax Export SA [1981] 1 WLR 711
what did Bunge Corp v Tradax Export SA [1981] 1 WLR 711 say?
Depart from Hong Kong case ->that it should only be used where it was impossible to classify the term as a condition or warranty by reference to the term itself.
