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Contract - Introduction/Agreement (Invitations to treat (Adverts…
Contract - Introduction/Agreement
Requirements of valid contract
Agreement
Offer
Trietel - "An expression of willingness to contract on specified terms made with the intention that it is to become legally binding as soon as it is accepted by the person to whom it is addressed."
Must be clear and precise
Must show intention to enter into a legal relationship (objectively ascertained)
Gibson v Manchester City Council (1979)
Storer v Manchester City Council (1974)
Acceptance
Intention to create legal relations
Consideration
Types of contract
Bilateral
Agreement, then performance
Unilateral
Offer, then acceptance through performance
Carlill v Carbolic Smoke Ball (1893)
Objectivity
Smith v Hughes (1871) per Blackburn J - "If, whatever a man's real intention... he so conducts himself that a reasonable man would believe that he was assenting... would be equally bound as if he had intended to agree."
RTS Flexible Systems v Mokeriel Alois Muller GmbH (2010) per Lord Clarke - " what was communicated between them through words or conduct"
In case there were a lot of drafts - needed to decide objectively which was the binding contract, even though each party had subjective thoughts on this matter
Exception
Exception
Cannot "snap up" an offer - Hartog v Colin Shields - aka offer you know wasn't intended - here subjectivity does come in
Invitations to treat
Adverts
Partridge v Crittenden (1968)
Exceptions
Obiter comments in Partridge
Unilateral offers - prescribed act and intention to be bound
Carlill v Carbolic Smoke Ball
Lefkowitz v Great Minneapolis Surplus Store (1957)
Cf. John D.R. Leonard v PepsiCo Inc (US) (1999)
"Mere puff" - if clearly not serious
Display of goods
Fisher v Bell (1961)
Pharmaceutical Society of GB v Boots Cash Chemists (1953)
Tenders
Spencer v Harding (1890)
Asks for an offer - two potential contracts - first around process by which second contract will be made
Exceptions
Blackpool & Fylde Aero Club v Blackpool BC (1990) - unilateral offer - said would be considered if tender got to them by deadline - damages not specific performance
Harvela Investments Ltd v Royal Trust Co. of Canada - unilateral contract - said would go to highest bidder - one offered 100k more than the other - held that the other had technically submitted highest bid
Auctions
Similar to tenders - bidder makes offer
Payne v Cave (1979)
Exceptions
Barry v Davies (2000) - auctions "without reserve" - two contracts - first a unilateral contract to sell - again only damages
Termination
Rejection
Hyde v Wrench (184) - Rejection by counter-offer - kills last offer - after making it can't go back and accept original
Different from request for further information
Stevenson, Jaques v McLean (1880) - does not terminate offer
Butler Machine Tool v Ex-Cell-O Corp (1979) - battle of the forms
Lapse
Ramsgate Victoria Hotel Co v Montefiore (1866) - passage of time
Bradbury v Morgan (1862) - death
Financings v Stimson (1962) - non-fulfilment of a condition
Revocation
Payne v Cave (1789) - can be done anytime before acceptance
Byne v van Tinehoven (1880) - must be communicated
Dickinson v Dodds (1876) - may be communicated by a third party
Treitel's criticism - problem of reliability - "It puts on the offeree the possibly difficult task of deciding whether his source of information is reliable."
Unilateral offers
Equitable considerations - generally cannot revoke if performance has started
Errington v Errington & Woods (1952)
Daulia v Four Milbank Nominees (1978)
Shuey v US (1875) - must be done with equal notoriety
IRAC