Please enable JavaScript.
Coggle requires JavaScript to display documents.
AGREEMENT - Coggle Diagram
AGREEMENT
OFFERS
Adverts
Two types of offers:
- bilateral contracts = two people are bound through the exchange of promises
- unilateral contracts = an offer which prescribes an act, when performed, constitutes acceptance
Bilateral contracts
- Patridge v Crittenden (1968); ruled an ITT
- rationale = limitted stocks arguement; if good were designated the advertiser would be in breach of contract if they have insufficient supplies
Unilateral Contracts
- Carlil v Carbolic Smoke Ball Co (1893); ruled a unilateral offer
- Leftkowitz v Great Minneapolis Surplus Store (1957); ruled a unilateral offer
- John D.R. Leonard v Pepsico Inc (1999); ruled a 'mere puff'
Tender Offers
Definition = specialised contractual circumstances used when a party is looking to purchase a major item or service
Ratio = acceptance of a bidder's offer is indicated when the auctioneer's hammer falls
Exception = auction without reserve; no reserve price and so the auctioneer sells to the highest bidder
- Barry v Heathcote Ball & Co (2001) ; ruled a unilateral contract
Ratio = a tender offer is usually an ITT
- Spencer v Harding (1870)
Blackpool & Fyde Aero Club Ltd v Blackpool Borough Council (1990); ruled an offer
Invitation to treat
-
Cases for invitation to treat:
- Gibson v Manchester City Council (1979); HL said there was no certainty and so it was an ITT
- Storer v Manchester City Council (1974); ruled there was a clear offer
- Pharmaceutical Society of GB v Boots Cash Chemist (1953)
- Fisher v Bell (1961); window display is an ITT
Key facts:
objectivity pinciple; objective (opinion of a reasonable thrid party) and subjective (looking at the actual intent of the offeror); Smith v Hughes 1871
-
Definition = an expression of willingness to contract on specified terms with the intention of it becoming legally binding as soon as it's accepted (Treitel)
ACCEPTANCE
Postal Rule
- ONLY applies to acceptance
APPLICATION
- Ratio = acceptance takes effect the moment the letter of acceptance is put in the letter box; Adams and Others v Lindsell and Another (1818)
- Ratio = acceptance applies even when post is delayed or lost in the post; Household Fire and Carriage Accident Insurance Co v Grant (1879)
- Ratio = applies when it is reasonable to use post; Henthorn v Fraser (1892)
- when it's unreasonable; Quenerduaine v Cole (1883)
OUSTED
- Ratio = when the offeror specifies that the acceptance will only be binding when it reaches him; Holwell Securities Ltd v Hughes (1974)
- Ratio = doesn't apply to acceptance by email; Thomas v BPE Solicitors (2012)
Instant Acceptance
WITHIN OFFICE HOURS
Ratio = acceptance is received when sent within office hours
- Tenax Steamship Co Ltd v The Brimmes (1975)
OUTSIDE OFFICE HOURS
Ratio = messages sent outside office hours are effective at the start of business the next working day
- Schelde v Astarte (1995) (The Pamela)
TELEPHONE
Ratio = if a phone line goes dead, you have to re-establish the connection; Brinkibon v Stahag (1983)
INTERNET TRANSACTIONS
Ratio = acceptance of your order and the completion of the contract will typically take place on dispatch of goods
Denning LJ rules for instant communication; Entores v Miles Far East Corporation (1995)
- acceptance must be communicated
- if acceptance isn't communicated through the fault of the offeree, there's no contract
- if acceptance isn't communicated through the fault of the offeror , he will be estopped and there's a contract
- if acceptance isn't communicated through no fault of either party, there's no contract
Offers
ACCEPTANCE BY CONDUCT
- unilateral contract = Carlil v Carbolic Smoke Ball Co (1893)
- bilateral contract = Brogden v Metropolitan Railway (1977)
ACCEPTANCE BY SILENCE
Ratio = no acceptance through silence, the acceptance must be communicated
- Felthouse v Bindley (1862)
BATTLE OF FORMS
- occurs when an offer is made on the terms of the offeror and acceptance is made on the terms of the offeree
Ratio = if the terms are different, the offeree has made a counter-offer
- Butler Machine Tool Co v Ex-cell-o Corporation (1979)
REQUEST FOR FURTHER INFROMATION
Ratio = a request has no effect on an offer
- Stevenson Jacques & Co v McLean (1880)
COUNTER OFFERS
Ratio = counter offers extinguishes the original offer
ACCEPTANCE IN IGNORANCE OF AN OFFER
Ratio = to create a contract, parties must reach agreement. It's not enough that their actions happen to coincide
TERMINATION
Revocation
Ratio = offer can be revoked anytime before acceptance
Ratio = when the offeror gives an undertaking to keep an offer open for a stipulated period, he is not bound by his undertaking unless the offeree has given consideration for it
Ratio = revocation is only effective only upon actual notice of it reaching the offeree
- Byrne v Van Tienhoven (1880)
REVOKING A UNILATERAL OFFER
1. Has the prescribed act been completely performed ?
2. Is there a notice of revocation?
-
REVOKING A BILATERAL OFFER
1. Is it an offer or a ITT?
2. Look for acceptance
- actual acceptance
- counter offer
- request for info
3. Has the acceptance been clearly communicated?
- postal rule
- instantaneous communication
4. Is the offer still open or has there been a revocation
PREVENTION OF UNILATERAL REVOCATION
- You can revoke an offer at any time prior to the completion of the required act, although, in some cases, partial performance can prevent revocation; Great Northern Railway Co v Witham (1873)
- Errington v Errington and Woods (1952); prevented revocation
- Daulia v Four Mill Bank Nominees Ltd (1978); no revocation
- Shuey v United States (1875); no revocation
-
Lapse
PASSAGE OF TIME
Ratio = where no period is prescribed and acceptance is not made within a reasonable time
- Montefiore (1866)
**
DEATH OF ONE OF THE PARTIES**
Ratio = if the offeree knows the offeror has died the offer can lapse
- Bradbury v Morgan (1862)
Ratio = death of the offeree will cause the offer to lapse and cannot be accepted after the offeree's death
NON-FULFILMENT OF A CONDITION PRECEDENT
Ratio = where the offeror makes his offer subject to the fulfilment of a condition, failure on the part of the offeree will prevent acceptance
- Financings Ltd v Stimson (1962)
KEY FACTS
Definition of contract = an agreement giving rise to obligations which are enforced or recognised by law (Treitel)
Modern law of contract = paternalism; protecting individuals in situations where they have little to no bargaining power