1
Q
*Harvey v Facey (1893)
A
- P telegraphs D - “will you sell BHP? Telegraph lowest cash price” (enquiry) - D replies - “lowest price £900” (invitation to treat) - P relies - “we agree to buy for £900” (offer) - Held no contract * A mere inquiry doesn’t constitute an offer
2
Q
*Storer v Manchester CC (1974)
A
- P (Storer) signs form regarding sale of property - Left out dates regarding when lease would end - D (council) refuses to proceed with sale - Held there is a contract - firm offer there; date just a formality * Objective interpretation of intent - parties may make it clear they wish to contract despite unagreed terms
3
Q
*Gibson v Manchester CC (1979)
A
- P (Gibson) replies to brochure about selling house - D (council) replies - ‘may’ sell the house - P agrees subject to confirmation of price - Before D can reply, they no longer wish to buy houses - Held there was no contract - D’s letter not an offer (‘may’ sell) * ‘May’ be willing to sell does not constitute an offer
4
Q
*Baird Textile Holdings v Marks and Spencer plc (2001)
A
- P (Baird) supplies clothes to D (M&S) for 30 years - D terminates agreement - P sues for lack of notice - Held there was no contract * A contract can be implied but it requires a clear intention to be legally bound
5
Q
*Pharmaceutical Society of Great Britain v Boots Cash Chemists Ltd (1953)
A
- P (society) sues D (Boots) for breach of statute due to shop being self-service - Held there was no breach * Display of goods in a shop merely an invitation to treat. Customer makes the offer by bringing goods to cash desk. Contract concluded at cash desk.
6
Q
*Fisher v Bell (1961)
A
- P (Fisher) sues D (Bell) for being in breach of statute by offering for sale a flick knife - Held there was no breach * Display of goods in a shop window is an invitation to treat
7
Q
*Harris v Nickerson
A
- P (Harris) travels to auction to bid for D’s (Nickerson’s) furniture - D removes lots from auction on third day - P sues for losses of time/expensive - Claim rejected * Held that an advert for an auction lot is an invitation to treat - can be revoked until the auction
8
Q
*Sale of Goods Act 1979
A
Section 57(2): - Contract formed when auctioneer announces completion of sale e.g. by fall of hammer - Until this point a bid can be revoked Upheld in British Car Auctions v Wright (1972)
9
Q
Warlow v Harrison (1859) - obiter
A
- Auctioneer makes offer to sell goods to highest bidder - Offer is accepted as soon as highest bid is made Upheld in Barry v Davies (2000) Still leaves one issue: when does auctioneer make the offer? When auction is advertised without a reserve price or when the auctioneer puts the goods up for sale at the auction?
10
Q
*Partridge v Crittenden (1968)
A
- D (Partridge) prosecuted under statute for ‘offering for sale’ wild birds in a newspaper advert - Held he was not in breach of statute * Adverts are an invitation to treat Reason for this explained in Grainger v Gough (1896)
11
Q
Lefkowitz v Great Minneapolis Surplus Stores Ltd (1957)
A
* Where adverts leave nothing open for negotiation, then these are offers
12
Q
*Carlill v Carbolic Smoke Ball Company (1893)
A
- D (company) places an advert in a newspaper offering to pay £100 to anyone who uses their product as directed and contracts influenza - P (Carlill) catches flu and claims £100 - D claims advert was a ‘mere puff’ and could not have contracted with the whole world - Held that she could claim; advert was a unilateral offer to the world at large * No need for communication of acceptance with a unilateral offer; performance is acceptance
13
Q
Leonard v Pepsico Inc (1999)
A
- P (Leonard) purchases Pepsi points at a cost of $700,000 after seeing an advert offering $23m Harrier jet for 7,000,000 Pepsi points (10c each) - Claim rejected; advert was obviously a joke/mere puff * Objective interpretation required to see if there is an offer in an advert
14
Q
*Spencer v Harding (1870)
A
* Calls for tenders are usually invitations to treat. Party calling for tenders not bound to accept any offers.
15
Q
*Harvela Investments Ltd v Royal Trust Co of Canada Ltd (1985)
A
*Exception to Spencer v Harding rule* - D1 invites P (Harvela) and D2 to make confidential bids - promises to accept highest bid - P bids $2,175,000 - D2 bids $2,100,000 or $101,000 in excess of any bid - Held D1’s invitation was an offer to enter into a contract with highest bidder (fixed amount implied) so P won. * Where a party invites tenders and states he will accept the highest offer, the contract is concluded at the time the highest offer is communicated
16
Q
Blackpool & Flyde Aero Club Ltd v Blackpool BC (1990)
A
- D (council) invites tenders by 12 noon - P (Aero Club) submits bid at 11am - D doesn’t empty post box at 12 noon as usual - Held that D were in breach of contract * A party issuing invitations to consider tenders are bound to consider a tender properly submitted before the deadline
17
Q
Thornton v Shoe Lane Parking Ltd (1971)
A
…
18
Q
*Brogden v Metropolitan Railway Co (1877)
A
- D (Metropolitan) sends draft contract to P (Brogden) - P fills in arbitration clause (counter-offer) and sends it back saying ‘approved’ - D doesn’t acknowledge contract - A dispute then arises through trading - P sues D for breach of contract - Held that there was a contract * Where parties show from their conduct that they intend to contract, then an acceptance can be inferred
19
Q
*Hyde v Wrench (1840)
A
- D (Wrench) offers to sell farm to P (Hyde) for £1,000 - P rejects; offers £950 - D rejects; sells farm to third party - P attempts to accept original £1,000 then sues D for breach of contract - Claim rejected * Counter offers impliedly reject original offers * Rejection of an offer terminates that offer
20
Q
Jones v Daniel (1894)
A
* Acceptance must exactly fit the offer, otherwise no contract is formed (mirror-image rule)
21
Q
*Stevenson, Jacques & Co v McLean (1880)
A
- D (McLean) offers to sell iron to P (Stevenson) - P sends a message back asking about delivery - D sells iron to a third party - Held that D was in breach of contract * A mere inquiry should not be treated as a rejection of an offer (no terms are being changed)
22
Q
Powierza v Daley (1985)
A
* Test to be applied for Stevenson v McLean principle (mere inquiry) is the reasonable, objective person test
23
Q
British Road Services v Crutchley Ltd (1968)
A
- P (BRS) delivers whisky to D (Crutchley) - P Driver hands D a note incorporating P’s conditions - D stamps the note ‘received under our conditions’ - Held to be a counter-offer, accepted by P in handing over the goods * ‘Last shot’ wins
24
Q
*Butler Machine Tool Co v Ex-Cell-O Corporation Ltd (1979)
A
Lord Denning’s unorthodox approach: - ‘last shot’ analysis: contract formed when the last of the forms is sent, and received with no objection - sometimes forms will vary but there will be a concluded contract - here the conflicting terms need to be replaced
25
GHSP Inc v AB Electronic Ltd (2010)
\* Contracts may be concluded on neither of the party's terms but instead there is implied terms from the Sale of Goods Act 1979
26
\*Tinn v Hoffman (1873)
\* Acceptance must correspond with the offer
27
Gibbons v Proctor (1891)
- D (Proctor) publishes a handbill offering reward for information - P (Gibbons) passes on information to Penn before handbill is published - Penn passes on info to relevant authority - Held P could claim reward as he was acting as an agent of Penn \* Adverts of rewards for information are treated as an offer (no further bargaining required)
28
Williams v Carwardine (1833)
\* Motive of an individual in performing an act and thus accepting the contract has nothing to do with their right to recover
29
R v Clarke (1927)
- D (Clarke) tried to claim reward he had forgotten about - Claim rejected \* Cannot accept an offer that one doesn't know exists or has forgotten about
30
\*Entores Ltd v Miles Far East Corp (1955)
\* Lord Denning: acceptance doesn't have effect until it is successfully communicated to the offeror \* Contract is made in the place where the acceptance is received
31
\*Brinkibon Ltd v Stahag Stahl (1983)
\* Lord Wilberforce: contract is formed at the point where acceptance is communicated to offeror \* Office hours rule established \* When looking at modern instantaneous communication forms, you must consider the intention of the parties, sound business practice and judgement of risk
32
Tenax Steamship Co v The Brimnes (1975)
\* Communication by telex (and now fax) is effective when it COULD have been read
33
Apple Corps Ltd v Apple Computers Inc (2004)
\* Exception to Entores Ltd v Miles Far East Corp rule \* \* Contracts can be made in two jurisdictions
34
\*Felthouse v Bindley (1862)
- P (Felthouse) sends nephew message 'if I hear no more I will assume the horse is mine for £30' - Nephew doesn't reply but withdraws horse from auction - D (Bindley), the auctioneer, forgets to withdraw horse - P sues D; held no claim \* Cannot accept by silence - need to do something to show intention to accept
35
Rust v Abbey Life Insurance Co (1979)
\*Exception to Felthouse v Bindley rule\* - P (Rust) silent for seven months - D (Abbey Life) assumes she has accepted the property bond - Held she had accepted \* Can accept by silence though more so where the offeror has started negotiations
36
\*Carlill v Carbolic Smoke Ball Co (1893) (acceptance)
\* Acceptance need not be communicated in a unilateral contract
37
Manchester Diocesan Council for Education v Commercial and General Investments Ltd
\* Acceptance which meets the offeror's objective in prescribing a method of acceptance will remain valid
38
\*Adams v Lindsell (1818)
- D (Lindsell) offers to sell P (Adams) wool by post - P posts letter of acceptance - By the time it arrives, D has sold wool to someone else, assuming the offer had been rejected - Held there was a contract \* Contract is made at the time a letter is posted (postal rule)
39
Dunlop v Higgins (1848)
\* If a letter of acceptance is delayed due to the postal service then postal rule still applies
40
Household Fire Insurance v Grant (1879)
\* If a letter of acceptance is never received then postal rule still applies
41
Henthorne v Fraser (1892)
\*Same finding as Byrne v Van Tienhoven\* \* Postal rule doesn't apply to revocation - doesn't take effect until received by offeree
42
Byrne v Van Tienhoven (1880)
\*Exception to Adams v Lindsell\* - D (Van Tienhoven) offers to sell 1,000 boxes of plates to P (Byrne) by post for a fixed price - D sends a letter of revocation shortly after - P accepts offer before revocation arrived - D sells on goods so P seeks specific performance - Held D was bound \* Postal rule doesn't apply to revocation - doesn't take effect until received by offeree. (i.e. withdrawal must be communication)
43
Holwell Securities Ltd v Hughes (1974)
\*Exception to Adams v Lindsell\* \* Offers requiring 'notice in writing' are excluded from the postal rule as they expressly exclude it
44
Korbetis v Transgrain Shipping BV (2005)
\*Exception to Adams v Lindsell\* \* Rule doesn't apply where letter is wrongly addressed
45
Wenkheim v Arndt
\* An acceptance can't be revoked as it is binding upon posting
46
Dunmore v Alexander
\* An acceptance may be revoked after posting
47
Routledge v Grant (1828)
- D (Grant) offers to buy P's (Routledge's) house 'with a definite answer to be given within 6 weeks' - Held D was not bound to keep the offer open \* An offer can be withdrawn at any time prior to a contract being formed
48
Dickinson v Dodds (1876)
- D (Dodds) offers to sell house to P (Dickinson) - offer open until Friday - D accepts 3rd party offer on Thursday - D asks friend to tell P that offer is withdrawn - P then attempts to accept offer on Friday - P seeks specific performance - Held there was no contract - Offer had been withdrawn. Also not bound to keep the offer open until Friday as there was no consideration for this promise \* Notice of withdrawal doesn't need to come directly from the offeror
49
Shuey v US (1875)
- D (US) offers reward of $25,000 for information about a criminal - 7 months later, a notice revoking the offer is published - 4 months later, P (Shuey), unaware that the offer has been revoked, provides information on the criminal - Held P could not claim \* Reward must be revoked before part-performance \* Revocation must be posted in a similar way to how offer was made (i.e. reasonable steps to notify those who would have seen the offer)
50
\*Errington v Errington (& Woods) (1952)
- Father promises to give house to son and daughter-in-law (D) if they pay off mortgage - No promise is made in return - Father dies after some repayments made - Other family member claims possession of house - D seeks possession - Claim rejected \* In the case of unilateral contracts, an offer can't be revoked once performance of the act has started \* However full performance of the act must eventually take place before the promise is binding Upheld obiter in Daulia v Four Millbank Nominees (1978)
51
Luxor (Eastbourne) v Cooper
\* Exception to Errington v Errington & Woods case \* \* Offeror may revoke an offer once performance has commenced - depends on construction of promise
52
Ramsgate Victoria Hotel Co Ltd v Montefiore (1866)
- P (Ramsgate) offers to buy shares in D (Montefiore) - D doesn't issue shares for sale for 5 months - Held offer had lapsed \* Offers can lapse after a 'reasonable time' - depends on nature of offer and subject of contract. e.g. shares fluctuate quickly so offers will lapse after a short period
53
Death
\* Death of either party will terminate a personal offer \* Commercial offers may still go ahead through estate
54
\* Scammell & Nephew v Ouston (1941)
- P (Scammell) agrees price to trade in old van with new one with D (Ouston) - Also agree that they would pay for this 'on hire purchase terms' for two years - Held there was no contract \* Agreements can't be enforced where they are too uncertain (couldn't infer a price)
55
Hillas v Arcos (1932)
- Agree for sale of timber over a year (22,000) with option to purchase 1,000 more - Held the option to buy 1,000 more was enforceable \* Terms can be inferred from an original contract
56
Foley v Classique Coaches (1934)
\* Where performance has already started, there is more pressure on the courts to find a binding contract
57
May and Butcher v R (1929)
\* Court cannot step in where something about the price has been said but not agreed on. However can infer a reasonable price where one has not been at all mentioned.
58
Winn v Bull (1877)
- P and D agree a lease on a house 'subject to contract' - Held no contract yet \* Possible for an agreement to be made 'subject to contract' so that it is only binding once both parties agree that it is
Offer and Acceptance
flashcards
Decks in class (1)
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