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Cases for an Offer has two Key Intention to be offer must be communicated to of price is an invitation to is an invitation to treat (if a bilateral advertisement is an offer if there is intention to be bound on the deposit in a bank (unilateral of goods in a shop is an invitation vending machine is ...

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Cases for an Offer:

Case An Offer has two elements: - Key terms - Intention to be bound An offer must be communicated to the offeree Statement of price is an invitation to treat Advertisement is an invitation to treat (if it is a bilateral offer) An advertisement is an offer if there is a clear intention to be bound on the terms e.g. deposit in a bank (unilateral offer) Display of goods in a shop is an invitation to treat A vending machine is an offer as there is a price and the product is available to everyone A lot in an auction is an invitation to treat (with reserve). It is bid on then accepted with the fall of the hammer When there is no reserve, the item is an offer not an invitation to treat Invitations to tender are normally an invitation to treat so they are not forced to accept any offers In a tender you have to consider all tenders properly submitted If a tender states key terms then it is an offer (e.g. highest offer will be accepted)

Principle Gibson v Manchester City Council 1979

Taylor v Laird Harvey v Facey 1893 Partiridge v Crittenden 1968 Carlil v Carolic Smoke Machine

Fisher v Bell Boots v Pharmaceuticals Lefkowitz v Great Minneapolis Surplus Stores British Car Auction v Wright (upheld in Sale of Goods Act 1979 s.57(2)) Barry v Davis Spencer v Harding

Blackpool and Flyde Aero club v Blackpool Council Harvela Investments v Royal Trust of Canada

Acceptance Cases:

Principle Acceptance is an unconditional consent to the offer (mirror image rule) Acceptance has no effect until it is communicated The offeree must know of the offer when acceptance is communicated and be aware of the offer Communication takes effect when received by the offeror. This applies to instantaneous communications Silence can never amount to acceptance If a response to an offer changes a term in the offer (conditional) then this is a counter offer which terminates the original offer: mirror image rule When an offer is accepted, the terms of the final counter offer apply Requests for more information allows the original offer to stand Battle of the forms and Doctrine of the Last Shot Battle of the forms were so intractable so the parties have to rely on statutory terms Acceptance of a tender occurs when an order is placed when there is an indefinite subject matter In a unilateral contract, the offer can be accepted by fully performing the stipulate act or forbearance No need to communicate acceptance of a unilateral offer Acceptance can be inferred from conduct without it being expressly communicated Acceptance can generally take place in any form, if a preferred way is stipulated and the offeree uses a different method there may not be a contract If the offeree uses an equally expeditious method of acceptance to that stipulated then that should be sufficient Adverts for rewards are offers with an intention to be bound Cross offers do not lead to binding contracts If no method of acceptance is stipulated then it can be deduced from the means by which the offer was sent Postal Rule Acceptance by post must have been requested by the offeror or acceptance by post must be normal, reasonable or anticipated means of acceptance The letter of acceptance must be properly stamped

Cases Hyde v Wrench Entores v Miles Far East Corporation R v Clarke Brinkibon v Stahag Stahl

Felthouse v Bindley Hyde v Wrench

Zambia Steel & Building Supplies v James Clark & Eaton Stevenson, Jacques and Co v McLean 1880 Butler Machine Tool v Ex-Cell O Corportation GHSP v AB Electronics Percival v London CC Asylum Committee Bahlia v Four Millbank Nominees Carlil v Carbolic Smoke Ball Brogden v Metropolitan Railway Elisason v Henshaw

Tinn v Hoffman

Gibson v Proctor Tinn v Hoffman Quenerduaine v Cole

Adams v Lindsell Henthorn v Fraser

Re London Northern Bank ex parte Jones

and addressed The postal rule must not have been expressly excluded in the offer Even if acceptance was lost, and never received by the offeror there is a binding contract using the postal rule Virtually instantaneous communication methods are treated the same way as face to face and therefore does not apply to the postal rule. Acceptance takes place when received If instantaneous communications are sent during office house, then it is generally considered that there has been actual communication as the sender has done all they can to bring the other parties attention to it If communication is outside of office hours, then it is expected that the communication shall be read on the next working day

Consideration cases

Holowell Securities v Hughes Household Fire Insurance v Grant

Entores v Miles Far East Corportation

The Brimnes

Mondial shipping v Astarte

Principles Consideration must consist either of some right, interest, profit or benefit occurring to one party or some forbearance, detriment, loss or responsibility suffered or undertaken by the other Consideration must be sufficient and need not be adequate Consideration must be requested by the promisor Going beyond existing legal duty is consideration Consideration must not be past Past consideration may be valid where it was proceeded by a request Consideration must move from the promisee An existing public duty will not amount to a valid consideration An existing public duty will not amount to a valid consideration unless the promisor goes beyond their duty An existing contractual duty will not amount to valid consideration An existing contractual duty will not amount to valid consideration unless the party goes beyond their existing duty An existing contractual duty will not amount to valid consideration unless they confer a practical advantage If the existing contractual duty is owed to a third party this may be used as valid consideration for a new promise Part payment of a debt is not valid consideration for a promise to release the debt in full Part payment of a debt is sufficient if the part payment is made by a third party Promissory Estoppel Practical benefit rule does not apply to part payment of a debt Practical benefit rule can sometimes apply to part payment of a debt (did not overrule above) Doctrine of consideration prevents the use of economic duress

Intention to create legal relations cases

Cases Currie v Misa

Thomas v Thomas Combe v Combe Ward v Byham Re McArdle Lampleigh v Braithwaite Tweeddle v Atkinson Collins v Godfrey Glasbrook v Gamorgan CC

Stilk v Myrick Hartley v Ponsonby

Williams v Roffey Bros

New Zealand Shipping v Satterthwaite

Pinnel’s case Foakes v Beer Hirachand Punamchand v Temple London Property Trust v High Trees Re Selectmove MWB v Rock The Sibeon and the Sibotre

Principles Intention to create legal relations should be judged objectively The law presumes that in social relations there is no intention for legal relations unless stated otherwise The law presumes that in social relations there is no intention for legal relations unless stated otherwise even if there is detrimental reliance If in a social contract, but not on friendly terms then there is a binding contract (e.g. separated) Commercial agreement shave the intentions to create legal relations unless proved otherwise Collective agreements do not hold a contract even in commercial dealings unless there is an express provision of intention Letters of Comfort have no legal effect No legal effect if there is negative intention or an honourable pledge Letters of intent do not create a binding contract Letters of intent create a binding contract is the performance have already started

Termination of an offer Principles

Cases Edmonds v Lawson Balfour v Balfour

Jones v Padavatton

Merritt v Merritt

Carlill v Carbolic Smoke machine

Ford Motors v Amalgamated Union

Kleinwort Benson v MNC BHD Rose and Frank v Crompton Bros British Steel Corporation v Cleveland Bridge RTS v Muller

Cases

Termination of an offer can occur at any time if communicated before acceptance

Bryne v Van Tienhoven

Withdrawal can be communicated by a third party if they are reliable source of information to both parties Once performance has started in a unilateral contract, the offer cannot be revoked If there is a bilateral contract prior to the unilateral contract then even if performance is complete, the offeror can remove the offer An offer will come to an end where the offeree rejects the offer or responds by making his own offer – counter offer Lapse of reasonable time can revoke the offer. Reasonable time depends on the offer and the subject matter If the offeree dies then the offer lapses. A personal assistant cannot accept an offer on behalf of the offeree If the offeror dies before then the offerors personal assistant may still be bound by acceptance provided that: - The contract does not involve the personal assistance of the deceased - The offeree is ignorant of the offerors death

Dickson v Dodds

Terms of a contract Principles

Errington v Errington

Luxor (Eastbourne) v Cooper (Only applies to this case: law is unsure this this and Errington) Hyde v Wrench

Ramsgate Victoria Hotel v Montefiare

Reynolds v Atherton

Bradbury v Morgan

Cases

If something induces you into making a contract, even if not intending to be legally binding, it will be treated as a term More important the statement is in inducing the other party in entering the contract, the more likely it will be treated as a term If a statement is not important to the contract, they will not be treated as a term If you are asked to verify a statement it is likely to be a representation not a term If the maker of the statement gives assurance that there is no need to verify then the statement is probably a term If the buyer (representee) has specialist knowledge and the seller (representor) does not, then it is not a term If the representor has specialist knowledge then the statement is likely to be a term The closer the statement is made to the time the contracted was concluded, the more likely that the statement will be a term If the contract is reduced to writing, then you should rely on that and that alone Extrinsic evidence cannot be adduced to add to, vary or contradict the written terms: parole evidence EXCEPTION OF PE: can use extrinsic evidence when the document does not contain the whole agreement EXCEPTION OF PE: can use extrinsic evidence to demonstrate the agreement is invalid EXCEPTION OF PE: can use extrinsic evidence to incorporate implied terms EXCEPTION OF PE: can use extrinsic evidence to prove custom EXCEPTION OF PE: can use extrinsic evidence where a collateral contract exists A term is incorporated if the document is signed, even if they are not read A term is incorporated if the document is contractual in nature The terms must be in a document that a reasonable person would expect to find

Dimmock v Hallett

Bannerman v White Couchman v Hill

Harrison v Knowles Ecay v Godfrey Schawel v Reade

Oscar Chess v Williams

Dick Bentley v Smith Esso v Marden Routledge v McKay

Birch v Paramount Estates Henderson v Arthur

SS Ardennes

Pym v Campbell

Hutton v Warren Smith v Wilson De Lassalle v Guilford L’Estrange v Graucob Grogan v Meredith Chapelton v Barry Urban District

contractual terms When the term is not in a signed document, the claimant must show that he took reasonable steps t bring the provision to the D’s notice Reasonable steps only mean that the reasonable person would be aware, do not need to take into account everyone Terms have to be made aware before the contract has been concluded, not afterwards The more extensive, harsher or unusual the clause is the higher degree of notice needed for it to be incorporated A term may be incorporated through a previous course of dealing without bit being brought to the notice of the party on this occasion Previous dealings must be regular and consistent for the term to be incorporated A provision may be held to be incorporated into the contract if it is customary in the parties trade for it to be so Incorporated by fact: Officious Bystander Test Incorporated by fact: Business Efficacy test Incorporated by fact: due to necessity or intention - Both parties have to understand and be aware of such term - Both parties would have agreed to it anyway To exclude s.14(2) (Satisfactory Quality) SGA, there needs to be a reasonable reason: reasonableness test (schedule 2 UCTA 1977) Implied term that a minor defect may not reduce quality enough under s.14(2) SGA Term implied at common law needs both to be reasonable and necessary A term can be implied by custom in that business area if it does not conflict with any express terms in the contract

Parker v South Eastern Railway

Thompson v London Midland + Scottish Railway Olley v Marlborough Court

Interfoto v Stiletto

Spurling v Bradshaw

McCutcheon v MacBrayne Hollier v Rambler Motors British Crane Hire v Ipswich Plant Hire

Shirlaw v Southern Foundaries The Moorcock AG Belize v Belize Telecoms -

Spring v NASDS

-

Reid v Rush

Britvic Soft Drinks v Messer

Bramhill v Edwards Liverpool CC V Irwin Peter Darlington v GOSHO

Third Party Rights Principle If you are not party to a contract, then you cannot sue upon It or be sued under it (doctrine of privity) Even if you confer a benefit on the third party you still cannot sue under it Exception to privity of contracts: loss of bargain Exception to privity of contracts: if there is a claim in tort Use of statutes to avoid the basic doctrine of privity have failed Exception to privity of contracts: if there is a collateral contract, then the third party can be sued or sue upon it (common law) Exception to privity of contracts: Doctrine of Privity does not apply when the contract is for pleasure and relaxation Exception to privity of contracts: If the contract is in a commercial setting and you are aware that it is intended for the rights to be transferred to a third party, then they can sue Exception to privity of contracts: If at the time of contracting, you knew how the property would be used for you can find yourself liable even though you are a third party Common law exception does not apply if the third party has an individual course of action

Breach and Termination Principles

Case Dunlop v Selfridge

Tweedle v Atkinson Dunlop v Lambert Donoghue v Stevenson Beswick and Bewsick Shanklin Pier v Detel Products

Jackon v Horizon Holidays

Linden gardens v Lenesta Sludge

Darlington Borough Council v Wiltshier

MacAlphine v Panatown

Cases

Even if the breach is not at the fault of either parties, they are still liable for the breach (strict liability) If a service provider has taken reasonable care and skill, and the service is still defective, there is no breach of contract A breach of a condition creates a right to terminate regardless of the consequences of the breach Terms should be viewed in an objective way Just because a term is described as a condition does not mean it is one Implied conditions are at common law If the breach of an innominate term substantially deprives the injured party of the whole benefit of the contract, the injured party can terminate, if not then they can only claim damages When a condition is breached, it does not automatically bring the contract to the end: it can either be affirmed or terminated (elective theory) When a contract is terminated, the parties are released form their contractual obligations Termination normally does not have retrospective effects. It does not release the parties from his obligations arising before termination Anticipatory breach

Basic Damages

Universal Corp v Five Ways Properties

Wilson v Best Travels

Arcos v Ronaasen

Rice v Great Yarmouth Schuler v Wickman machines Bunge Corporation v Tradax Hong Kong Fir Shipping v Kawasaki Kisen Kaisha

Geys v Societe Generale White and Carter v McGregor

Photo Production v Securicor

The Dominque

Horchester v De La Tour

Principles Damages are used as compensation to the injured party: they should not be punishment for the breaching party Sometimes, damages are restitutionary: assessed by reference to the gain made by the breacher as opposed to the loss of the victim Expectation measure of damages/loss of a bargain: put the V in the position as if the contract had been performed Reliance measure of damages: Costs incurred as a result of failing to complete the contract, they can be prior to the contract formation as long as they are not too remote Breach Date Rule: difference between market value and the contract date If the injured party claims damages for the cost of cure (reinstatement cost) which is disproportionately higher than the actual loss the injured party suffered, then the court may award damages for the diminution of value instead Loss of chance: damages due to lost opportunity rather than a certainty that they would win Damages are recoverable if: - Damages which may fairly and reasonably be considered as arising naturally from the breach - Damages which may reasonably be supposed to have been in the contemplation of the parties, as liable to result from the breach Doctrine of remoteness Losses cannot be recovered if the other party was not aware of the potential loss. The injured party can claim loss of usual profit, not the loss of unusual profit Parties are liable for all consequences as a result of the act even if there is a small remote possible of it occurring Provided that the type of loss caused was in the contemplation of the parties then the magnitude of that loss does not need to be (assumption of reality rule)

Cases Golden Victory

AG v Blake

Robinson v Harman

Anglia TV v Reed

The Golden Victory Ruxley Electronics v Forsyth

Chaplin v Hicks

Hadley v Baxendale

Victoria Laundry v Newman Industries

The Heron II

The Achilleas

Hadley rules will be applied to all standard cases and the Achilleas principle to all new situations Victim of the breach can not recover damages if he cold have avoided it by taking reasonable steps Recover damages for the loss of provision of pleasure even if it was not the sole reason for the contract You can recover damages for the lack of provision of pleasure Damages are available for the avoidance of mental distress if it is important but not the only reason for the contract Damages can be rewarded for physical inconvenience Damages can be rewarded where distress or discomfort suffered was directly consequential on physical discomfort Damages are available for loss of amenity

Supershield v Siemens

Bruce v Calder

Farley v Skinner

Jarvis v Swan Tours Hamilton Jones v David and Snape

Milner v Carnival Watts v Marrow

Ruxley

Modification Principles Increasing Modification Decreasing Modification

Cases Williams v Roffey High trees

Completing a pre-existing duty does not amount to good consideration Exception to pre-existing duty rule: Discharge of old contract due to radical obligation change Exception to pre-existing duty rule: if a contract is reseeded and remade, pre-existing duty can amount to good consideration Exception to pre-existing duty rule: if new consideration can be found then pre-existing duty can amount to good consideration Practical benefit rule in increasing modification: supersedes Stilk v Myric...