Offer and Acceptance Flashcards
Offer and Invitations to Treat
Canadian Dyers Association ltd v Buton
Price quote can be treated as an offer depending on the post contractual conduct.
Offer and Invitations to Treat
Invitation to treat
Offer
Components
Invitation to treat: Inviting someone to make an offer at the price quoted by the seller, to which the seller must still agree, which is not legally binding.
Offer: A readiness to sell, and an intention for it to be binding assessed by AROP
Offer and Invitations to Treat
Pharmaceutical Society v Boots Cash Chemists
A display shelf is only an invitation to treat.
Shopper is an offeror, owner is offeree
Offer and Invitations to Treat
Carlill v Carbolic Smokeball
Creation of unilateral contracts which substitute a promise for the completion of an act.
Does not require notification of acceptance, no limit to number of people offored to.
Offer and Invitations to Treat
Goldthorpse v Logan
Advertisements are typically an invitation to treat, but can be an offer depending on language.
Communication of Offer
Blair v Western Mutual Benefit Assn
Communication is something AROP would unterstand
Offer needs to be communicated to the offeree in a form capable of acceptance and ripe for acceptance
Communication of Offer
Williams v Carwardine
motivations do not matter for unilateral contract. Accepting counts as part of intent
Communication of Offer
R v Clarke
Accepting a unilateral contract requires knowlege of the contract or there is no meeting of the minds.
Termination of Offer - Revocation
Dickson v Dodds
An offer to sell can be revoked at any time.
An offer to sell lacks consideration.
Termination of Offer - Revocation
Byrne v Van Tienhoven
If there is no meeting of the minds on a withdrawal of offer, withdrawal cannot occur.
Notification of revocation must be received.
Termination of Offer - Revocation
Errington v Errington
Cannot revoke unilateral contract once one party begins performs the requisite act
As long as the offerees are perfomring reasonable, then you must give the offeree a chance to complete.
Termination of Offer - Revocation
Dawson Helicopter
The concepts of unilater and bilateral contracts are malleable.
When the relationship is “instinct with obligation”—having an ethical and moral obligation—the court will be motivated to interpret a unilateral contract to be a bilateral contract in order to:
o (1) fix the date of acceptance before any purported revocation,
o (2) give the legal effect to the instinctual obligation, and
o (3) avoid a perceived injustice
o (4) create a jurisprudentially binding contract.
This is only possible if you can find an implied promise factually.
Termination of Offer - Counter Offer
Livingston v Evans
Making a counteroffer is a rejection of the original offer.
Once an offer is rejected, it is terminated and can no longer be accepted.
Any change to an essential term of the contract will be a new proposal, which is treated as a counteroffer.
There are three essential terms: (1) price; (2) subject matter; and (3) performance date
Change in essential term → new proposal → counteroffer → rejection original offer terminated original offer can no longer be accepted.
Termination of Offer - Lapse of Time
Barrick v Clark
Unless explicity stated offers remain open for a reasonable period. Volitility shortens this timeframe.
Acceptance - Battle of Forms
Two requirements for battle of the Forms
1) One party is not living up to the standards of the other
2) Neither party is trying to get out of the contract.
Battle of Forms
Butler Machine tool v Ex-Cell- Corp
Traditionally courts would use either the first or last form.
Lord denning adds holistic approach - put the forms together and try to decide what the deal is when read together, anything not explicitly brought to the attnetion of the other party will be removed.
Battle of Forms
Tywood Industries ltd v St. Anne-Nackawic
Items not explicitly brought to the attention of the other party will not be included in the contract.
Silence
Felthouse v Bindley
Silence does not constitute acceptance.
Positive act, or positive promise is required
Silence
St.John Tugboat v Irving Refinery
Deceptive Acquiescence.
If A allows B to work for him under such circumstances that no reasonable man would suppose that B meant to do work for nothing, A will be liable to pay for it.
The doing of the work is the offer, the permission to do it or the acquiescence in its being done constitutes the acceptance.
Silence
O’Neill v Kings County Construction
Before a binding contract will be implied, the circumstances must be such to give rise to an inference that the alleged acceptor has consented to the work being done on the terms upon which it was offered.
Offeror’s Control
Eliason v Henshaw
The offeror is entitled to dictate the manner of acceptance they would like, and, (generally speaking) only manners that follow that manner will be accepted.
The offeree needs to follow the instructions of the offeror if the offeror explicitly laid out the way that the other party needs to provide the acceptance.
Communication of Acceptance
Household Fire v Grant
Post Box Acceptance Rule. -> Acceptance is effective the moment that it is put in the post even if the communication is lost.
Only applys to offers sent by post
Post Box rule cont.
Holwell Securities v Hughes
Post box rule won’t apply if leads to manifest absurdity: if applying the post box rule would run contrary to offeror’s intent, post box rule won’t apply. If the offeror explicitly says they need acceptance in writing, implicitly says the post box rule won’t apply, the post box rule does not override the offeror getting to control the mode of acceptance.
The offeror gets to control mode of acceptance.
Post Box Rule Cont
Brinkibon v Stahag Stahl
The post box rule does not apply to instantaneous modes of communication (fax, email, etc.).
In these circumstances, acceptance is effective when it is received by the offeror, not when it is sent by the offeree.
