Contracts: Formation

Harvey v Facey

Offer and acceptance needed for contract

Carlil v Carbolic Smoke Ball Co

General offer + waiver of communication of acceptance

Barry v Davies

Auction + reserve price

Fisher v Bell

Invitation to treat

Pharmaceutical Society v Boots Cash Chemists

Invitation to treat

Spencer v Harding

Invitation to treat

Stevenson v McLean

Counter vs inquiring for more info

Brodgen v Metropolital Ry Co

Acceptance by conduct

Manchester Diocesan Council for Education v Commercial Investments

Prescribed method of acceptance + lapse of time

Williams v Carwardine

Knowledge and reliance on offer

Butler Machine Tool Co Ltd v Ex-cello (England)

General rule of battle of forms

TRW Ltd v Panasonic GMBH

Exception to battle of forms general rule

Felthouse v Bindley

Silence is not acceptance

Henthorn v Fraser

Postal rule does not apply to revocation of offer

Holwell Securities Ltd v Hughes

‘Notice in writing’ means D would need to have received the letter

Entores Ltd v Miles Far East Cpn

Acceptance is effective upon receipt for instantaneous methods of communication

The Brimnes

Notification via Telex is effective upon receipt (during normal business hours) and not when it’s actually read

Routledge v Grant

An offer can be withdrawn at any time before acceptance

Errington v Errington

once the offeree has begun performance, the offeror cannot revoke the offer

Schweppe v Harper

for a revocation to be effective, it must be communicated to the offeree before acceptance

Bradbury v Morgan

Death of offeror

Death of offeree

Generally, if the offeree dies, the offer lapses as there is no one to accept it. However, specific case law on this point is limited.

Currie v Misa

Consideration general rule

Chappell & Co Ltd v Nestle Co Ltd

Consideration need not be adequate

Pao On v Lau Yiu Long

past consideration can be valid if: (1) the act was done at the promisor's request; (2) there was an understanding that payment would be made; and (3) the payment would have been enforceable if promised in advance.

White v Bluett

Consideration: certainty

Tweddle v Atkinson

consideration must move from the promise (not from a third party)

Collins v Godefroy

performing a public duty imposed by law is not valid consideration for a promise

Glasbrook Ltd v Glamorgan CC

since the police provided services beyond their public duty at the request of the mine owner, this constituted valid consideration

Stilk v Myrick (1809)

the sailors were already contractually obligated to complete the voyage, so there was no new consideration for the additional payment

Foakes v Beer

part payment of a debt is not valid consideration for a promise to forgo the remainder, including interest

Atlas Express Ltd v Kafco

Kafco had no real choice but to agree to Atlas's demands, as their business depended on timely deliveries. The threat to cease deliveries constituted economic duress, making the contract voidable.

Williams v Roffey Bros & Nicholls (Contractors) Ltd

introduced the concept of "practical benefit," stating that if a party gains a practical advantage (e.g., avoiding penalties) from the other party's performance, this can constitute valid consideration, even if the duty is pre-existing

MWB Business Exchange Centres Ltd v Rock Advertising Ltd

emphasized the importance of contractual certainty and upheld the "no oral modification" clause, stating that parties are bound by the terms they agree to, including any formalities for modifications


+ Promisory estoppel

Shadwell v Shadwell

Consideration to a TP:the nephew's marriage, even though it was a duty to a third party (his fiancée), was a detriment to him and thus valid consideration for the uncle's promise

Callisher v Bischoffsheim

a bona fide compromise of a disputed claim is valid consideration, even if the claim ultimately lacks merit

Central London Property v High Trees

established the doctrine of promissory estoppel, preventing a party from going back on a promise that another has relied upon, even without consideration

D & C Builders v Rees

Rees took advantage of the builders' financial situation, and the acceptance of a lesser sum under pressure did not constitute a valid accord and satisfaction

Combe v Combe

promissory estoppel is a shield, not a sword; it can prevent a party from going back on a promise but cannot be used to enforce a promise where there is no consideration

Collier v P&MJ Wright (Holdings) Ltd

• a promise to accept part payment can, under certain circumstances, give rise to promissory estoppel if:

1. There is a clear and unequivocal promise.

2. The debtor relies on this promise.

3. It would be inequitable for the creditor to renege on the promise.

Jones v Padavatton

Family agreements are presumed not to be legally enforceable unless clear evidence shows otherwise.

Blue v Ashley

the setting and nature of the conversation indicated it was a casual, informal discussion without the seriousness required for a binding contract

Rose & Frank v Crompton Bros

The explicit wording of the clause showed that both parties intended the agreement to be morally binding but not legally enforceable

Kleinwort Benson Ltd v Malaysia Mining Corp Berhad

The letter was a statement of current policy, not a contractual promise, and thus lacked the intention to be legally binding

Associated British Ports v Ferryways NV

The commercial context and conduct of the parties indicated an intention to create legal relations

Mercantile Credits Ltd v Harry

Without clear identification of the goods, the agreement lacked the necessary certainty to be enforceable

Devani v Wells

an implied term that a reasonable commission would be paid, making the agreement sufficiently certain

Nicolene Ltd v Simmons

The meaningless phrase could be ignored, and the rest of the contract was sufficiently certain to be enforceable.

Hillas v Arcos Ltd

the option was part of a binding agreement and that commercial agreements should be interpreted to uphold the contract where possible

May & Butcher v The King

An agreement to agree on essential terms in the future lacks the certainty required for a binding contract

Foley v Classique Coaches

Court implied a term that the price would be reasonable, and the existence of an arbitration clause provided a mechanism to resolve disputes

Walford v Miles

An agreement to negotiate in good faith is inherently uncertain and lacks the necessary certainty to be enforceable

Branca v Cobarro

the document contained all essential terms and that the use of "provisional" indicated an intention to formalise the agreement, not to negate it