Business Law: Contract Law cases

R v Hudson and Taylor [1971]

Duress can be a defence even when the threat isn't "imminent" in the moment, as long as it overpowers the person's will.

Carter v Thompson [1741]

This case is an example of how individuals in the 18th century used the Civil courts to resolve civil disputes when common law didn't offer a fair solution.

Fisher v Bell [1961]

In contract law, putting items in a shop window invites customers to make an offer — it's not a legal offer itself.

It was an invitation to treat NOT an offer.

L'Estrange v Graucob [1934]

Signature = Agreement.

If you sign a contract, you're usually bound by its terms — even if you didn't read them.

Partridge v Crittenden [1968]

The advertisement in the magazine was considered an 'invitation to treat', NOT an offer to sale.

Carlill v Carbolic Smoke Ball Co [1893]

The words contained in the offer were sufficiently clear enough, to be capable of acceptance.

With unilateral offers - offers often require performance for acceptance, but this must be performed in full.

Pharmaceutical Society of GB v Boots Cash Chemist (Southern) Ltd [1953]

A display of goods is generally an invitation to treat. The customer made the offer by presenting the goods to the cashier and the cashier accepted the offer by taking the customer's money.

Moran v University College Salford [1993]

Offer, when accepted, can form a binding contract—even if mistakenly issued

Harvela Investments Ltd v Royal Trust Co of Canada [1985]

A request for tenders is an invitation to treat and the tender is the offer.

Felthouse v Bindley [1862]

Silence does not amount to acceptance.

Hyde v Wrench [1840]

If the offeree attempts to add new terms when accepting, this is a counteroffer and not an acceptance.

A counteroffer implies a rejection of the original offer, which is thereby destroyed and cannot subsequently be accepted.

Stevenson, Jacques & Co v McLean [1880]

Request for more information is not a counter-offer nor rejection but merely an enquiry.

Adams v Lindsell [1818]

Postal acceptance rule.

Acceptance by post is effective when it is properly sent. This rule is an exception to the general rule requiring communication.

Entores v Miles Far East Corp [1955]

Communication of acceptance. Postal rule does not apply to (near) instantaneous forms of communication (telex, fax, or phone).

Blue v Ashley [2017]

Agreements concluded between business people in informal settings are unlikely to have legal effect.

Balfour v Balfour [1919]

Domestic arrangements are not typically legally binding.

Merritt v Merritt [1970]

There was intention to create legal relations where an agreement was made after a husband and wife had already separated.

Currie v Misa [1875]

Consideration in law means a benefit to one party or a detriment undertaken by another.

Re McArdle [1951]

Past consideration is not good consideration.

Thomas v Thomas [1842]

Consideration must be sufficient but need not be adequate.

Collins v Godefroy [1831]

Consideration must be performed in full - performance of an existing duty is no consideration.

Loftus v Roberts [1902]

When a contract of employment is made, all the key terms must be identifiable or the agreement will not be enforceable.

Dimmock v Hallett [1886]

Mere puff's are exaggerated statements used in advertising - no legal effect

Bisset v Wilkinson [1927]

A false statement of opinion is not a misrepresentation of fact.

Oscar Chess Ltd v Williams [1957]

Specialist knowledge may indicate a statement of fact/lesser knowledge may indicate opinion only.

Spice Girls v Aprilla World Service [2002]

A statement of fact can be made by words and/or conduct.

Edgington v Fitzmaurice [1885]

Misrepresentation of intention is a misrepresentation of fact if the intention was never genuinely held.

With v O'Flanagan [1936]

Continuing duty to disclose if the situation changes.

If circumstances change between making the statement and acceptance, there is a duty to notify the other party of the change.

Tweddle v Atkinson [1861]

The Court held that the contract was unenforceable as the claimant was not a party to the contract.

Hong Kong Fir Shipping v Kawasaki Kisen Kaisha [1962]

Innominate Terms: Conditions/warranties only determined in the event of a breach and the 'damage test' is applied.

Liverpool City Council v Irwin [1976] AC 239

The House of Lords implied a duty to take reasonable care of the so-called common parts (stairs, hallways and lifts, etc.) on the landlord (here a local authority) of premises with multiple occupants.

SoGA 1979: Section 12

TITLE:

Rowland v Divall [1923]

Implied term that the seller has the right to sell the goods.

SoGA 1979: Section 13

DESCRIPTION:

Harlingdon & Leinster Enterprises Ltd v Christopher Hull Fine Art Ltd [1991]

Implied term that the goods will conform to any description given.

SoGA 1979: Section 14(2)

SATISFACTORY QUALITY:

Ward v MGM Marine Ltd [2012]

Implied term that the goods are of satisfactory quality.

SoGA 1979: Section 14(2) - Determining breach

Wilson V Rickett, Cockerell & Co. Ltd [1954] / Darren Egan v Motor Services (Bath) Ltd [2007]

Taking account of:

Description of goods

Price

Fitness for purpose

Appearance & finish

Freedom from minor defects

Safety & durability

SoGA 1979: Section 14(3)

FITNESS FOR PURPOSE:

Frost v Aylesbury Dairy Co [1905]

Implied term that the goods are reasonably fit for any particular purpose which the buyer made known to the seller.

SoGA 1979: Section 15

SALE BY SAMPLE:

Godley v Perry [1960]

Implied term that where goods are sold by sample, the sample will correspond with the remainder of the bulk.

Curtis v Chemical Cleaning and Dyeing Co [1951]

A party is not bound by an exclusion clause if the other party has misrepresented its scope of effect at the time of contracting.

Olley v Marlborough Court Hotel [1949]

Timing of Incorporation:

Any term which is to be part of the contract must be brought to the attention of the parties before or at the time of contacting.

Chapelton v Barry UDC [1940]

Nature of Document:

The notice is only binding if it can be established that it is a contractual document.

- Whether or not a document is a contractual one depends on the facts of the case.

Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1988]

Sufficiency of Notice:

The party seeking to rely upon the unsigned document/notice must take reasonable steps to bring it to the other party's attention.

- Notice must be prominent and transparent

Andrew Bros (Bournemouth) Ltd v Singer & Co Ltd [1934]

Construction and Interpretation:

An exclusion clause is not effective if it is ambiguous.

Section 2(1) UCTA 1977 & Section 65 CRA 2015

Any contract term or notice which seeks to exclude or restrict liability for negligence causing death or personal injury is void.

Section 62 CRA 2015

FAIRNESS:

Three key elements that apply to a contract between trader & consumer:

1. Significant imbalance

2. Contrary to good faith

3. Detrimental to the consumer

Section 2(2) UCTA 1977

Can exclude or restrict liability for negligence where the negligence causes property damage or economic loss if reasonable.

- Induces 'reasonable test'

Section 11 UCTA 1977

A term is reasonable only if it was fair and reasonable to include at the time the contract was made.

Schedule 2 of UCTA 1977

Test for reasonableness:

- Strength of the bargaining positions

- An inducement to agree to the term

- Known of the existence and extent of the term

- The term excludes or restricts any relevant liability if some condition is not complied with

- Whether the goods were manufactured, processed or adapted to the special order of the customer

Cutter v Powell [1795]

Parties must perform all terms of the contract in order to discharge their obligations.

Hoenig v Isaacs [1952]

A party who has substantially completed their contractual obligations can claim payment, even if there are minor breaches.

Taylor v Caldwell [1863]

A supervening impossibility unforeseen by the parties, relieves them of contractual obligations.

Jarvis v Swans Tours Ltd [1973]

If the contract's purpose is to provide enjoyment, relaxation, or entertainment (e.g., holidays), damages for mental distress are recoverable.