Offer&Acceptance

Question 1

Valid offer

Answer 1

clear, certain (Gibson v Manchester City Council; Storer v Manchester City Council) and communicated (Taylor v Laird)

Question 2

General rule is that advertisement is merely an invitation to treat

Answer 2

Partridge v Crittenden

Question 3

Exceptions to the general rule (advertisement)

Answer 3

1. unilateral offer (Carlil v Carbolic Smoke Ball Co)

2. where advertiser is a manufacturer (Grainger & Son v Gough)

Question 4

Unilateral offer

Answer 4

clear prescribed act performance of which constitutes acceptance (Carlil v Carbolic Smoke Ball Co)

Question 5

Invitations to tender are merely an invitation to treat

Answer 5

Spencer v Harding - no contract, as the circular was simply a proclamation of intention and was thus an invitation to treat; the tenders were offers which the defendants were free to accept or reject

Question 6

Exception to the general rule (Invitations to tender)

Answer 6

Harvela Investments v Royal Trust - where the invitation to tender expressly contains an undertaking to accept the highies or the lowest bid
Blackpoll & Fylde Aero Club v Blackpool Borough Council - if a bid is properly submitted in accordance with the terms of the invitation, it is promised that the bid will be considered. So it is an offer to consider the bids, not to accept them. An invitation to tender could give raise to a binding contractual obligation to consider tenders conforming to the conditions of tender, because 1) the tenders had been solicited by the Council from specified parties who were known to the Council; 2) there was an absolute deadline; 3) the Council had laid down absolute and non-negotiable conditions for submission.

Question 7

Auction sales - the auctioneers request for bids is an invitation to treat

Answer 7

Payne v Cave - the bidder makes an offer which the auctioneer is then free to accept or reject. Acceptance of the bidder’s offer will be indicated by the fall of the auctioneer’s hammer. The bidder may revoke the offer any time before the hammer falls.

Question 8

Auction sales without reserve (i.e. involving a promise to sell to the highest bidder and promising not to apply any reserve price)

Answer 8

Warlow v Harrison - where the sale is expressed to be without reserve there are in fact two contracts. 1) bilateral contract, which determines who is entitled to the goods. 2) unilateral contract based on the promise that the auction will be without reserve. If a reserve is applied and the goods are withdrawn from the sale there is a breach of a unilateral contract and the highest bona fide bidder is entitled to be compensated by the payment of damages.

Question 9

Highest bidder is not however entitled to the goods since this is dictated by the bilateral contract for sale

Answer 9

Barry v Davies

Question 10

Offer may be communicated to a particluar person, group of persons or to the whole world

Answer 10

Carlil v Carbolic Smoke Ball Co

Question 11

Counter offer

Answer 11

rejects original offer - Hyde v Wrench
Butler Machine v Ex-cell-o Corp - the buyers order was a counter offer which the sellers accepted by completing and returning the acknowledgment.

Question 12

Request for information

Answer 12

Stevenson, Jacques v McLean - asks about ancillary matter due to the outfit, rather than essential term of the offer and the language is interrogatory

Question 13

Offer may be revoked

Answer 13

before the acceptance - Payne v Cave; Routledge v Grant

Question 14

Options

Answer 14

Dickinson v Dodds - where the offeree gives consideration to keep the offer open for a period, there is separate binding contract known as an option and revocation within the period will be in breach of contract

Question 15

consideration

Answer 15

must be sufficient, not adequate - Chappell & Co Ltd v Nestlé Co Ltd

Question 16

Where revocation is communicated by post

Answer 16

it takes effect from the moment it is received by the offerree and not from the time of posting - Byrne v Van Tienhoven

Question 17

Revocation communicated by third party

Answer 17

Dickinson v Dodds

Question 18

Revocation of unilateral offer

Answer 18

at any time prior to the completion of the required act - Great Northen Railway Company v Wtham

Question 19

Revocation of unilateral offer: exception

Answer 19

where the offeree has partly performed the obligation and is willing and able to complete - Errington v Errington & Woods

Question 20

Communication of revocation in unilateral contracts made to the whole world

Answer 20

Carlil v Carbolic Smoke Ball Co - offeror must take reasonable steps to bring revocation to the attention of all those who may have read the offer.
Shuey v United States - valid revocation made by publication

Question 21

Lapse of an offer

Answer 21

1. passage of time -
   Ramsgate Victoria Hotel v Montefiore (acceptance should be made within reasonable period of time)
2. death of the party
   Bradbury v Morgan - if the offeree is unaware of death of the offeror the offer would not be lapsed
   Duff’s Executors’ Case - the death of the offeree will cause the offer to lapse.

Question 22

Acceptance must be

Answer 22

• mirror image (Hyde v Wrench)
• made by the offeree (Boulton v Jones)
• in response to the offer (R v Clarke; Williams v Caewardine)
• communicated (Felthouse v Bindley)

Question 23

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

Answer 23

Hyde v Wrench

Question 24

Silence can equal acceptance where the acceptance can be discerned from the conduct of the offeree

Answer 24

Taylor v Allon

Question 25

Acceptance by conduct

Answer 25

Intense Investments v Development Ventures

Question 26

acceptance by an authorised 3rd party

Answer 26

Powel v Lee

Question 27

Prescribed mode of acceptance

Answer 27

Manchester Diocesan Council for Education v Commercial and General Investments - where the offeror has prescribed a particular method of acceptance, but not in terms insisting that only acceptance in that mode shall be binding, that acceptance communicated to the offeror by any other mode which is no less advantageous to him will conclude the contract.
Tinn v Hoffman - where acceptance was required by return of post, that doesn’t mean exclusively a reply by post but by any means not later than a letter written and sent by post

Question 28

Exceptions to the requirement of communication

Answer 28

• unilateral offers - acceptance by Act (Carlill)
• conduct of the offeror - if it is offeror’s fault that he didn’t receive it (Entores v Miles Far East Corp)
• postal rule - posted acceptance is valid at the moment it was posted (Adams v Lindsell)

Question 29

Postal rule, letter of acceptance must be put into the hands of a postman who only authorised to deliver letters

Answer 29

Re London and Northern Bank ex p Jones

Question 30

Postal rule applies even where the letter is delayed or lost

Answer 30

Household Fire v Grant

Question 31

Postal rule is applicable only where it is reasonable to use the post

Answer 31

Henthorn v Fraser

Quenerduane v Cole - where prompt acceptance was required

Question 32

Postal rule will be ousted where it would lead to a manifest of inconvenience and absurdity

Answer 32

Holwell Securities v Hughes

Question 33

Postal rule will not be applied if the acceptance is incorrectly addressed

Answer 33

Getreide-Import v Contimar

Question 34

Avoiding the postal rule by requiring actual communication

Answer 34

Household Fire Insurance v Grant - “unswer by post is only bind if it reaches me”
Holwell Securities v Hughes - actual communication was required by the use of the phrase “by notice … to” (must receive the letter by specified time )

Question 35

Communication within office hours

Answer 35

The Brimnes - valid

Question 36

Communication outside office hours

Answer 36

Mondeal Shipping v Astarte Shipping - acceptance is received at the next business day

Question 37

Instantaneous communications

Answer 37

Entores v Miles Far East Corp - a person sending the message of acceptance knows or ought to know that it has not been received. where the message of acceptance is not received without any fault on the part of the offeror, no contract has been concluded. but if the offeree reasonably believes that he has communicated his acceptance but this is no so because of the fault of the offeror, then the offeror may be estoped from saying that he did not receive the acceptance

Question 38

E-mail is instantaneous mode of acceptance

Answer 38

Thomas v BPE

Question 39

presumption against an intention to create legal relations in social and domestic agreements

Answer 39

Balfour v Balfour

Question 40

The presumption will not be rebutted since there was no “mutuality in the arrangement between the parties”

Answer 40

Simplins v Pays

Question 41

Pharmaceutical Society of GB v Boots Cash Chemists

Answer 41

THE SALE TOOK PLACE AT THE CASH DESK NOT AT THE SHELVES THEREFORE DISPLAY OF GOODS WAS MERELY AND INVITATION TO TREAT AND THERE WAS NO BREACH OF THE ACT.

Question 42

Pharmaceutical Society of GB v Boots Cash Chemists

Answer 42

THE SALE TOOK PLACE AT THE CASH DESK NOT AT THE SHELVES THEREFORE DISPLAY OF GOODS WAS MERELY AND INVITATION TO TREAT AND THERE WAS NO BREACH OF THE ACT.

Question 43

Treitel’s critisism to the revocation of the offer by 3rd party (Dickinson v Dodds)

Answer 43

1) it leaves the offeree in a difficult position as he has to decide whether the source of information is reliable
2) suggests that a revocation should be communicated by the offeror only, to the offeree

Question 44

ICLR, resumption of ICLR in social (domestic) relation

Answer 44

(Balfour v Balfour), BUT rebuttable by looking at previous words / conduct (Peck v Lateau, Simpkins v Pays)

Question 45

Wording th other party in thу problem question who is entitled to damages only

Answer 45

These damages will place that party in the position they would have been had the contract been properly performed, that is, they will reflect their expectation interest (Robinson v Harman)