Offer&Acceptance Flashcards
Valid offer
clear, certain (Gibson v Manchester City Council; Storer v Manchester City Council) and communicated (Taylor v Laird)
General rule is that advertisement is merely an invitation to treat
Partridge v Crittenden
Exceptions to the general rule (advertisement)
- unilateral offer (Carlil v Carbolic Smoke Ball Co)
2. where advertiser is a manufacturer (Grainger & Son v Gough)
Unilateral offer
clear prescribed act performance of which constitutes acceptance (Carlil v Carbolic Smoke Ball Co)
Invitations to tender are merely an invitation to treat
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
Exception to the general rule (Invitations to tender)
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.
Auction sales - the auctioneers request for bids is an invitation to treat
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.
Auction sales without reserve (i.e. involving a promise to sell to the highest bidder and promising not to apply any reserve price)
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 If a reserve is applied and the goods are withdrawn from the sale there is a breach of a unilateral contract and the highest bona fide bidder is entitled to be compensated by the payment of damages.
Highest bidder is not however entitled to the goods since this is dictated by the bilateral contract for sale
Barry v Davies
Offer may be communicated to a particluar person, group of persons or to the whole world
Carlil v Carbolic Smoke Ball Co
Counter offer
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.
Request for information
Stevenson, Jacques v McLean - asks about ancillary matter due to the outfit, rather than essential term of the offer and the language is interrogatory
Offer may be revoked
before the acceptance - Payne v Cave; Routledge v Grant
Options
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
consideration
must be sufficient, not adequate - Chappell & Co Ltd v Nestlé Co Ltd
Where revocation is communicated by post
it takes effect from the moment it is received by the offerree and not from the time of posting - Byrne v Van Tienhoven
Revocation communicated by third party
Dickinson v Dodds
Revocation of unilateral offer
at any time prior to the completion of the required act - Great Northen Railway Company v Wtham
Revocation of unilateral offer: exception
where the offeree has partly performed the obligation and is willing and able to complete - Errington v Errington & Woods
Communication of revocation in unilateral contracts made to the whole world
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
Lapse of an offer
- passage of time -
Ramsgate Victoria Hotel v Montefiore (acceptance should be made within reasonable period of time) - 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.
Acceptance must be
- 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)
Acceptance must be unqualified and must correspond exactly with the terms of the offer
Hyde v Wrench
Silence can equal acceptance where the acceptance can be discerned from the conduct of the offeree
Taylor v Allon
Acceptance by conduct
Intense Investments v Development Ventures
acceptance by an authorised 3rd party
Powel v Lee
Prescribed mode of acceptance
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
Exceptions to the requirement of communication
- 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)
Postal rule, letter of acceptance must be put into the hands of a postman who only authorised to deliver letters
Re London and Northern Bank ex p Jones
Postal rule applies even where the letter is delayed or lost
Household Fire v Grant
Postal rule is applicable only where it is reasonable to use the post
Henthorn v Fraser
Quenerduane v Cole - where prompt acceptance was required
Postal rule will be ousted where it would lead to a manifest of inconvenience and absurdity
Holwell Securities v Hughes
Postal rule will not be applied if the acceptance is incorrectly addressed
Getreide-Import v Contimar
Avoiding the postal rule by requiring actual communication
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 )
Communication within office hours
The Brimnes - valid
Communication outside office hours
Mondeal Shipping v Astarte Shipping - acceptance is received at the next business day
Instantaneous communications
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
E-mail is instantaneous mode of acceptance
Thomas v BPE
presumption against an intention to create legal relations in social and domestic agreements
Balfour v Balfour
The presumption will not be rebutted since there was no “mutuality in the arrangement between the parties”
Simplins v Pays
Pharmaceutical Society of GB v Boots Cash Chemists
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.
Pharmaceutical Society of GB v Boots Cash Chemists
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.
Treitel’s critisism to the revocation of the offer by 3rd party (Dickinson v Dodds)
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
ICLR, resumption of ICLR in social (domestic) relation
(Balfour v Balfour), BUT rebuttable by looking at previous words / conduct (Peck v Lateau, Simpkins v Pays)
Wording th other party in thу problem question who is entitled to damages only
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)
