Contract 1: Offer and acceptance

Storer v Manchester City Council

an offer must be clear and certain and must show intention to be bound

Requirements of a valid offer and acceptance

clear and certain offer displaying an intention to be bound and unequivocal acceptance

Certainty of offer

Offer must be clear and certain

Gibson v Manchester City Council

Party must make a clear and certain offer

Bilateral contract

assumes that there is an exchange between two parties either of promise or payment

Unilateral contract

Party makes an offer calling for an act to be performed by one or more parties. Only actual performance of the act constitutes acceptance

Invitation to treat

Does not constitute an offer but an invitation for an offer

Partridge v Crittenden

Advertisement is an invitation to treat

Carlill v Carbolic Smoke Ball Co

Rule regarding advertisements is not applicable to unilateral contracts

Fisher v Bell

Displays of goods are an invitation to treat

Pharmaceutical Society of GB v Boots Cash Chemists

Self-service goods are invitations to treat

Spencer v Harding

An invitation to tender is an invitation to treat

Harvela Investments v Royal Trust Co of Canada

If invitation to tender expresses it will accept highest/lowest offer, they must accept

Blackpool & Fylde Aero Club v Blackpool Borough Council

Invitation can give rise to binding obligation where: tenders were solicited from specific parties, there is a deadline for submission and there are non-negotiable conditions for submission

Payne v Cave

At auction, request for bids is an invitation to treat

Section 57 Sales of Goods Act 1979

sale of auction is complete when the hammer falls

Auctions without reserve

Promises to sell to the highest bidder

Warlow v Harrison

There are two contracts in an auction without reserve, a unilateral (without reserve) and bilateral (the auction itself). If the auction refuses to sell, they must award damages under the unilateral contract but does not have to give the goods under the bilateral contract

Termination of an offer

Once an offer is rejected it cannot be accepted

Counteroffer

Rejects the original offer

Hyde v Wrench

Case for counter offer

Request for information

does not reject an offer

Stevenson, Jacques & Co v McLean

Important to distinguish between a counter offer and request for information

Lapse of offer

After a passage of time or after the death of a party

Revocation

An offer can be revoked anytime before acceptance

Byrne v tan Tienhoven

Revocation by post only takes effect when it is recieved

Payne v Cave (revocation)

Offer may be revoked anytime before acceptance

Dickinson v Dodds

revocation is still acceptable if communicated by a third party

Errington v Errington & Woods

Unilateral offer cannot be revoked if performance is already underway

Carlill v Carbolic Smoke Ball Co (revocation)

Unilateral offer to the whole world must communicate revocation to whole world as well

Rules for acceptance

Must be in response to offer, must be unqualified, may need to follow mode of acceptance, must be communicated

Hyde v Wrench (acceptance)

acceptance must be unqualified (mirror image rule)

Manchester Diocesan Council for Education v Commercial and General Investments

Offer should follow prescribed mode of acceptance where explicit

Tinn v Hoffman

Unless the mode of acceptance is mandatory, another mode that is no less advantageous may be used

Adams v Lindsell

The postal rule - acceptance is from the moment the letter is posted

Household Fire and Carriage Accident Insurance Co v Grant

Postal rule still applies where post is delayed or lost

Henthorn v Fraser

Postal rule does not apply where post is expressly excluded from mode of acceptance or unreasonable

Holwell Securities v Hughes

Postal rule can be ousted

Entores v Miles Far East

Acceptance by instantaneous means takes place when received by offeror

Thomas v BPE Solicitors

Postal Rule not applicable to email

The Brimnes

Instantaneous acceptance can only be received during office hours or next available office hours

Certainty

all material terms must be complete and certain

Scammel v Ouston

If terms are too vague, the court may not enforce the contract

Hillas v Arcos

If terms are certain (even in context), the court will enforce the contract