Contract

Front 1

What is necessary to form a contract?

Back 1

Lord Wilberforce in The Eurymedon : In order to form a valid contract there must be a clear and unequivocal offer, mirrored by acceptance, consideration must be provided and a presumption that there is intention to create legal relations must also exist

Hint 1

Lord Wilberforce in The Eurymedon

Front 2

Offer definition

Back 2

An expression of willingness to be bound on certain and specified terms with the intention that it would be binding upon acceptance

Front 3

ITT definition

Back 3

Preliminary stage of negotiations, in which one party invites another to make an offer

Front 4

Offer definition case of authority

Back 4

Storer v Manchester CC: A statement in a letter stating that "we are willing to sell" constituted an offer as the terms are certain and specified

Hint 4

Storer v Manchester CC

Front 5

ITT definition case of authority

Back 5

Gibson v Manchester CC: A statement in a letter stating that the corporation "may be be prepared to sell" constituted an ITT as it is still uncertain and not specified, and indicated that the parties are still in the process of negotiation.

Lord Denning's approach of looking at the correspondence and conduct of the parties as a whole to see if they have come to an agreement was rejected by the other law Lords.

Front 6

Advertisements. Whether an ad. would be considered as an offer or an ITT would depend on...

Back 6

Whether it is an advertisement for a unilateral offer or a bilateral offer

Hint 6

What kind of offer

Front 7

Unilateral offer definition

Back 7

An offer made by one person to the world at large

Front 8

Bilateral offer definition

Back 8

Each party assumes an obligation - a promise for a promise

Front 9

General rule for advertisements

Back 9

Are usually ITT as they are bilateral offers, e.g. advertisements of specific goods at a certain price

Front 10

ITT case

Back 10

Partridge v Crittenden: C's conviction was quashed as it was held that an advertisement offering to sell Bramblefinch hens and cocks (a protected species) was merely an ITT.

Hint 10

Hens

Front 11

Partridge v Crittenden, Lord Parker:

Back 11

Lord Parker: it would make much "business sense" to be an ITT due to limited stock available and the seller would owe an obligation to everyone who had accepted if it is construed as an offer, manifesting in business inconvenience.

Front 12

Exception to ITT general rule

Back 12

Advertisements for unilateral contacts, such as those offering a reward for a certain performance are considered as offers

Hint 12

Partridge v Crittenden

Front 13

Exception case to ITT general rule

Back 13

Carlil v Carbolic Smoke Ball Co.

Front 14

Carlil v Carbolic Smoke Ball Co.

Back 14

An advertisement stating that 100 pounds would be given to those who used the smoke balls in the prescribed method and still caught influenza was construed as an offer, as the terms are certain and specified and it is made to the world at large. The conduct of the D's in placing 1000 pounds in a bank account as deposit demonstrated their sincerity to be bound by the contract.

Hint 14

Why is it an offer

Front 15

Counter offer cases

Back 15

Hyde v Wrench and Stevenson v McLean

Front 16

Hyde v Wrench

Back 16

D offered to sell his farm for 1000 pounds, C responded by offering to buy it at 950 pounds. This constitutes a counter offer, which terminates the original offer, as a new term is introduced into the contract. C cannot try to accept the original offer later.

Front 17

Stevenson v McLean

Back 17

D made an offer to sell iron to C. C enquired whether the goods can be bought at credit instead of COD (cash on delivery). This was a mere request of info. and did not constitute a counter offer, so the original offer still stood and there was a binding contract.

Front 18

Acceptance definition

Back 18

An unqualified, unconditional assent to all the terms of the offer

Front 19

Acceptance definition case of authority

Back 19

As the offer was to sell 1200 tons of iron and the order was for 800 tons, there was no acceptance as an acceptance must be unconditional

Hint 19

Must be unconditional

Front 20

Acceptance can be made orally, by conduct or in writing. Acceptance by conduct case:

Back 20

Brogden v Metropolitan Rail

Front 21

'Silence does not amount to acceptance' case of authority

Back 21

An uncle and nephew had negotiated over the sale of the nephews horse. The uncle said "if I hear no more from you, I shall consider the horse mine..." Through the negligence of the auctioneer the horde was sold off during an auction. It was held that there was no acceptance as silence generally does not amount to acceptance unless it was the offered who suggested that silence on his part would constitute acceptance (Re Selectmove Ltd).

Front 22

Acceptance must be communicated authority case

Back 22

Entores v Miles Far East Corporation, per Lord Denning:

"Suppose, for instance, that I shout an offer to a man across a river or a courtyard but I do not hear his reply because it is drowned by an aircraft flying overhead. There is no contract at that moment. It he wishes to make a contract, he must wait till the aircraft is gone and then shout back his acceptance so that I can hear what he says. Not until I have his answer am I bound."

Here the offer was accepted by telephone and the offer or fails to catch the words of the acceptance and fails to ask them to be repeated.

Front 23

Rules of communication depends whether it is:

Back 23

Instantaneous or non-instantaneous mode of communication. (Instant: telephone, fax, email, etc.)

Front 24

Instant. communication case, telex received after hours case

Back 24

Brinkibon v Stahag Stahl:

●Acceptance takes place the moment it is received by the offeror at the place at which the offeror happened to be.

●This only applies during working hours. (Because of the idea that instantaneous communication brings the conversation of parties as if the parties were talking to each other face to face)

●Obiter: if the message was sent outside working hours, then the time and place of acceptance is determined by the intention of the parties and standard business practice (also analysing where the risk would most fairly lie)

Front 25

The Brimnes case:

Back 25

The telex communicating acceptance was sent during office hours but was not ready by anyone in the offers office. Held that if the message was sent during working hours, it should be taken as if it will be seen when it is sent. The negligence of the receiver not reading the message will not change the general rule.