Week 2- Form Of Contract

Question 1

What is an offer?

Answer 1

Offer: Expression of readiness/willingness by 1 party (the Offeror) to enter into an agreement with another party (the Offeree), where the offeror intends to be bound to the terms of the offer upon its acceptance by the offeree. In other words, it is an expression that:

• communicates the Offeror’s willingness to perform a promise.
• shows THIS Intention: (“Offeror” is) Ready and willing to be bound to agreement if accepted.

Question 2

Invitation to treat

Answer 2

Invitation to treat: statement/act leads a reasonable recipient to believe that maker is merely inviting the recipient to make an offer/enter into negotiations.

Advertisements in Newspapers/media/Posters
Partridge v Crittenden:
Magazine advertisement not Offer.
Chwee Kin Keong v Digilandmall.com Pte Ltd: [2004] SGHC 71
Language & Intention, objectively ascertained. (Para 94.) + s.14 ETA
…This is essentially a matter of language and intention, objectively ascertained. Loose language may result in inadvertently establishing contractual liability to a much wider range of purchasers than resources permit.
“For Sale” sign
Display of Goods in Shops with Price Tags
Pharmaceutical Society of Great Britain v Boots…
Price Lists–Quotations/Quotes: how specific the catalogue, if not specific: general price list: no gauranty thestock they have, so no willing to be bound
Tenders—Auctions:
Restaurant Menu:

Question 3

Electronic Transactions Act (ETA) S14

Answer 3

S14 clarifies the law on invitations to make offers, or invitations to treat:
A proposal to conclude a contract made through one or more electronic communications which is not addressed to one or more specific parties, is to be considered as an invitation to make offers (by default), unless it clearly indicates the intention of the party making the proposal to be bound in case of acceptance.

Question 4

Unilateral contract

Answer 4

 Offeror makes an offer to the world and is open for anyone to accept it.
 Offeror may not know the offeree’s identity immediately as there is no exchange of promises.
 Only offeror makes a conditional promise, the offeree makes no promise but performs the condition attached to the offeror’s promise.
 Upon the offeree’s performance of that condition, a unilateral contract would be formed. This ensures fairness.
Carlill v Carbolic Smoke Ball Co. (1892) on unilateral contracts that promise smoke balls that can prevent influenza.
 Upon the offeree’s performance of that condition, a unilateral contract would be formed. Hence, both parties will be bound by the contract.
 There is no such thing as “unilateral offer”, only “offer for unilateral contract”.

Question 5

Termination of Offer

Answer 5

By Withdrawal/Revocation

By…

Question 6

Acceptance

Answer 6

Acceptance:
Final & unqualified/unconditional assent to terms of offer.
To be Valid, Acceptance must be:
Unqualified/unconditional – mirror image rule (exact A,B,C)
Communicated to offeror.

Question 7

GENERAL RULE (Receipt Rule)

Answer 7

The acceptance is Effective at the time Offeror is notified:
If orally, must be heard by Offeror. Entores v Miles Far East.
If in writing, must be physically received by the offeror. CS Bored Pile System Pte Ltd v Evan Lim and Co Pte Ltd.

Question 8

EXCEPTIONs TO GENERAL RULE that Acceptance valid only on Communication

Answer 8

1/ Offeror waives requirement of communication (eg Carlill), (as focus on act)
( Facts show that the offeror has waived the need for communication of acceptance:
- Case where the offer is made to the whole world. (unilateral)
- In such a situation, the act by the offeree may itself be construed as acceptance, without requiring formal communication to the offeror)

2/ Where both parties (offeror & offeree) agreed that silence would be the prescribed mode of acceptance.
( Not as in Felthouse v Bindley, where offeror made offer stating that if offeree does not reply, offeree is taken to have accepted the offer. (one party silence only, the other party not agree to silence rule)

3/ Postal Acceptance rule

Question 9

Postal Acceptance Rule

Answer 9

Acceptance effective upon posting and not upon receipt by offeror
(Adams v Lindsell)
Conditions for applying the postal rule:
(1) Properly stamped & addressed
(2) Both parties Intend that Postal acceptance rule applies.
Can be by express terms or objectively ascertained from the circumstances: nature of contract ($125 or $12 millions?), conduct of parties, “manifest inconvenience”, etc (para 28)

Question 10

Electronic Transaction Act Under s 13(1)

Answer 10

s13(1) (Click send) The time of despatch of an electronic communication is —

(a) the time when it leaves an information system under the control of the originator or of the party who sent it on behalf of the originator; or
(b) if the electronic communication has not left an information system under the control of the originator or of the party who sent it on behalf of the originator, the time when the electronic communication is received.

Use for non-instantaneous communication

Question 11

Electronic Transaction Act Under s 13 (2)

Answer 11

s13(2) (click receive)The time of receipt of an electronic communication is the time when the electronic communication becomes capable of being retrieved by the addressee at an electronic address designated by the addressee. (NOT TIME OF COMMUNICATION)

Question 12

Electronic Transaction Act Under s 13 (3)

Answer 12

s13(3) The time of receipt of an electronic communication at an electronic address that has not been designated by the addressee is the time when the electronic communication becomes capable of being retrieved by the addressee at that address and the addressee becomes aware that the electronic communication has been sent to that address
(u send a message to inform receivee that sent to which email address -> count at that time)