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9 Cards in this Set

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How do the court establish an agreement ?

An objective approach is used. It establishes two factual indicators, an offer and acceptance. R T S Flexible Systems Ltd v Molkerei Alois Muller GmbH and Co KH 2010 and Fordell Estate v Deloitte LLp 2014.



A relaxed aproach was favored by Lord Denning in Butler Machine Tool Co v Ex-Cell- O Corporation (England) 1979 and Gibson v Manchester City Council 1979 which has been rejected.

What is an Offer ?

An offer is a willingness to contract on certain terms which the offeror is willing to be bound by.



Offers must be certain (Fordell Estates v Deloitte LLP 2014). Contract Fails if not ( Scammell & Nephew Ltd v Ouston 1941).



Uncertainty over part of a contract may allow it to continue. (Nicolene Ltd v Simmonds 1953).



Offers and ambiguity is shown in Hillas Ltd v Arcos Ltd 1932 and Foley v Classique Coached Ltd 1934. Compare this approach to Baird Textile Holdings Ltd v Marks and Spencer PLC 2001.

What is the difference between Unilatteral and Bilatteral Offers?

A Unilatteral offer is one-sided. It offers a price/reward if an action is completed. The offeror cannot know if it will be accepted.



A billateral offer exchanges promises between the parties and gives rise to obligations for both parties.

How can an offer be made ?

An offer is made in writing, orally or in conduct. They're made to an individual, a group, or to the world in general.


Carlill v Carbolic Smoke Ball Co Ltd 1893.



For the offer to be valid the offeree must have knowledge of the offer. Taylor v Laird 1856.

Distinguish between an offer and an Invitation to treat.

An offer is the expression of terms that the party is willing to be bound by. An invitiation to treat however is merely a request for others to make an offer and cannot be accepted.



Examples of an invitiation to treat:



Advertisement of Goods - Partridge v Crittenden 1968



Sales of goods at auction - British Car Auctions v Wright 1972 unless made without reserve Warlow v Harrison 1859.



Request for tenders - Spencer v Harding 1870. Unless a promise is made to accept the best bid Harvela Investments Ltd v Royal Trust Co of Canada 1986



Display of Goods for Sale - Fisher v Bell 1960, Pharmaceutical Society of Grat Britain v Boots Cash Chemists 1953



Statements of Price - Clifton v Palumbo 1944 and Gibson v Manchester City Council 1944.



How to end an offer.

Revocation - Offer can be withdrawn before accepted. Payne v Cave 1789. Revocation must reach the offeree, Can be through a reliable third party. Dickinson v Dodds 1876.


Postal rule does not apply to revocation, letter of revocation not effective till received. Byrne v Van Tienhoven 1880



Rejection - An offer ends when it is rejected. A counter- offer also has the effect of terminating the first offer. Hyde v Wrench 1840. Must be distinguised from a mere request for information, Stevenson Jacques and Co v McLean 1880.



Battle of the forms - Last set of terms " wins". Butler Machine Tool Co v Ex-Cell-O Corporations England Ltd 1979



If the offeror makes a significantly different offer to the same offeree, it implies withdrawal of the first offer. Pickfords Ltd v Celestica Ltd 2003.



Lapse of Time - If a specified period of time or a reasonable time passes by, Ramsgate Victoria Hotel v Montefiore 1866



What is Acceptance ?

Acceptance is the final and unconditional assent of the terms by the offeree. Acceptance must meet the terms exactly, or be of a mirror image ( the mirror image rule), which is evidence of consensus ad idem. Acceptance can be expressed in writing, orally or in conduct.



Communication of Acceptance

Acceptance must be communicated to the offeror. Entores v Miles Far East Corporation 1955. Silence does not constitute acceptance. Felthouse v Bindley 1862.



If a specific method of communication is stipulated it should be used. Eliason v henshaw 1819. However any variation that does not prejudice the other party is likely acceptable. Yates Building Co Ltd v R J Pulleyn and Sons York Ltd 1975.



Exceptions to the General rule on communication.

If acceptance is made by conduct it does not need to be communicated. Brogden v Metropolitan Railway 1877 and Pickfords Ltd v Celestica Ltd 2003.



If the offer is unilateral then performance of the perscribed act is acceptance. Carlill v Carbolic Smoke Ball Co Ltd 1893.



Acceptance by Post - Postal rule established in Adams v Lindsell 1818 and applied in Household Fire Insurance v Grant 1879. Acceptance occurs on posting, it does not have to be delivered . Only applies where posting is an appropriate method to use and where the letter has been correctly addressed stamped and posted. Holwell Securities Ltd v Hughes 1974.



Whether postal acceptance can be rejected or revoked before it is received is unresolved in english law. Scottish law suggests it can. Dunmore v Alexander 1830.



Acceptance by modern methods of communication - If acceptance is recieved during office hours it is deliver, if not in office hours becomes acceptance the next time the office opens. Brinkibon Ltd v Staha Stahl and Thomas B P E Solicitors 2010.