Offer and Acceptance Flashcards
Trentham (1993)
“the fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations” Steyn LJ
Treital’s definition of an offer
“An expression of willingness to contract on specified terms, made with the intention that it shall become binding as soon as it is accepted by the person to whom it is addressed”
Gibson v Manchester CC (1979) HL
An example of an invitation to treat as they requested the fulfillment of an application form before an offer will be made.
Bigg v Boyd Gibbons (1971) CA
“For a quick sale I would accept £26,000” is still a binding offer when accepted. An offer must be clear and unequivocal.
Carlill v Carbolic Smoke Ball Co (1893)
A unilateral offer is made to all those who comply with the conditions before revocation. There is “automatic” revocation within a reasonable time.
Spencer v Harding (1870)
The best offer does not have to be accepted.
Harvela Investments v Royal Trust of Canada (1986) HL
One can bind themselves to accept the highest bid. Referential bids are not allowed.
Blackpool & Flyde Aero Club v Blackpool BC (1990) CA
“No tender which is received after the last date and time specified shall be admitted for consideration”
Harris v Nickerson (1873)
A reserve and auction is only an invitation to treat, even when characterized as an offer.
Warlow v Harrison (1859)
There is no offer until the hammer strikes.
Sale of Goods Act 1979, section 57(2)
“A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in other customary manner; and until the announcement is made any bidder may retract his bid”
Treital’s definition of acceptance
“A final and unqualified expression of assent to the terms of an offer”
Tinn v Hoffman (1973) EC
“Cross offers are not acceptances of each other” per Blackburn J.
Furthermore, an acceptance with qualifications is a counter-offer.
Hyde v Wrench (1840)
There is no legal obligation to sustain the original offer after a counter-offer has been made.
Stevenson v McLean (1880)
Requesting more information is not a counter-offer.
Butler Machine Tool v Ex-Cell-O-Corp (1979) CA
Lord Denning dissatisfied with orthodoxy; suggests looking through the documents of communication to establish whether they have reached an agreement on all material points.
Bridge and Lawton LJJ’s follow orthodox “last shot rule”.
Brinkibon v Stahag Stahl (1983) HL
“The general rule… is that a contract is formed when acceptance of an offer is communicated by the offeree to the offeror” per Lord Wilberforce
There is no general rule for instantaneous communication but it generally must be received. It is important to consider intentions, normal business practice and by a judgement of where the risks should lie.
Felthouse v Bindley (1862)
Silence cannot amount to acceptance.
“If I hear no more about him, I consider the horse to be mine at £30.”
Vitol v Norelf (1979) HL
There are exceptional circumstances where silence can amount to acceptance. This was where conduct clearly showed that rescission had been accepted.
Adams v Lindsell (1818)
The postal rule: this applies where post is the agreed form of communication between the parties and the letter of acceptance is correctly addressed and carries the right postage stamp. The acceptance then becomes effective when the letter is posted.
Henthorn v Fraser (1892)
It must be reasonable to accept the communication by post.
Horwell v Hughes (1974)
The postal rule doesn’t apply when stipulated. It also does not apply where it would cause great inconvenience and absurdity.
Entores v Miles Far East Corp (1955) CA
Instantaneous communications between parties is only a contract when recieved by the offeror, and the contract is made at the place where the acceptance is received.
Payne v Cave (1789)
An auctioneer can withdraw before the hammer strikes.
