Week 2 - Offer1
Page 1: Introduction
University of Huddersfield's module BFL0082 focuses on the Law of Contract with an inspiring goal of creating global professionals. This is Lecture 2 focusing on offers and their legal implications in contract law.
Page 2: Reading List
Required Reading:
Chen-Wishart, Mindy: Contract Law (OUP 2018) – Chapter 2, section 2.2
Richards, Paul: Law of Contract (Pearson Education Limited 2019) – Chapter 2, sections 2.1.1 to 2.2.3
Poole, Jill: Casebook on Contract Law (OUP 2014) – Chapter 1 ‘Guidance on Reading Cases’
Additional Reading:
Stone, Richard & Devenney, James: The Modern Law of Contract (Routledge 2017) – Chapter 2, sections 2.7 to 2.10
Page 3: Outline of Key Topics
Introduction to Contract Law
Invitation to Treat (ITT)
Definition of an Offer
Differences between an Offer and ITT
Essential Elements of an Offer:
Certainty
Communication of the Offer
Page 4: Central Questions of the Module
Is a contract formed?
Conditions: Offer + Acceptance + Consideration + Intention to Create Legal Relations (ITCLR)
Is there a breach?
Examination of terms/obligations: Have they been performed?
Damages?
Consideration of legally cognizable/remediable harm
Will the court enforce the agreement?
Page 5: Definition of a Contract
A contract is fundamentally an agreement, often between two parties, that generates reciprocal obligations, recognized and enforceable by law.
Page 6: Parties to a Contract
Offeror: The party making the offer
Offeree: The party receiving the offer
The offeror conveys an offer to the offeree, and upon acceptance, a contractual relationship is formed.
Page 7: What Constitutes an Offer?
An offer is defined as an objective manifestation of intention by the offeror to be bound by specific terms upon acceptance by the offeree.
An offer includes:
A clear proposal of terms for exchange
An expression of willingness to be bound upon acceptance
Example offers:
"I will sell you this car for £5500 by cheque on Friday."
"I will repair your lawnmower for £60 plus any necessary parts."
Page 8: Offer vs. Invitation to Treat (ITT)
An ITT communicates a willingness to negotiate and does not represent a formal offer.
ITT indicates intent to negotiate rather than immediately enter into a contract upon acceptance.
The distinction lies in the intention to be bound:
An offer promises to be bound upon acceptance.
An ITT invites potential offers.
Page 9: ITT in Self-Service Displays
Case: Pharmaceutical Society of GB v Boots Cash Chemists (1953)
The Pharmacy and Poisons Act 1933 mandates certain drugs be sold under pharmacist supervision.
The court evaluated whether an offer was made when customers selected products or at the cash register.
Conclusion: The court ruled that displays are ITTs, and the customer makes an offer by presenting goods.
Page 10: ITT in Shop Window Displays
Case: Fisher v Bell (1960)
A shopkeeper displayed a price-marked flick knife in a window contrary to legislation.
The question of whether this constituted an offer arose.
Conclusion: The display is considered merely an ITT, not an offer.
Page 11: ITT in Auction Sales
General Rule
An auctioneer’s call for bids is an ITT, while bids made by prospective buyers are considered offers.
The acceptance is indicated by the fall of the hammer.
Case: Harris v Nickerson (1873)
The auctioneer's advertisement was ruled as an ITT, establishing that no promise existed for items listed for auction.
Page 12: ITT in E-commerce
E-commerce platforms often resemble physical stores.
Websites can sometimes amount to offers, e.g., unilateral offers in certain cases (as seen in Carlill v Carbolic Smoke Ball).
Regulation 12 of the E-Commerce Regulations suggest propositions made on websites are typically ITTs, with customer orders as offers.
Page 13: ITT in Advertisements
Case: Partridge v. Crittenden (1968)
Partridge advertised wild birds for sale and was charged with unlawful selling.
Court concluded the advertisement was merely an ITT, not an actionable offer, reflecting the decision in Fisher v Bell.
Page 14: Unilateral Offers
Case: Carlill v Carbolic Smoke Ball Co (1893)
A company's advertisement promised £100 to anyone who contracted influenza after using their product per instructions.
The plaintiff accepted by fulfilling the conditions and claimed the reward.
Court's Decision: The ad was perceived as a unilateral offer inviting acceptance through performance, establishing a binding contract.
Page 15: Summary of the Carbolic Smoke Ball
The case illustrates the difference between bilateral and unilateral contracts and the nature of contract formation involving performance versus mutual promises.
Page 16: Response to a Request for Information
Case: Harvey v Facey (1893)
Harvey inquired about the price for a property via telegram.
Facey’s response indicated a price but was ruled as an invitation for offers, not an official offer.
Page 17: Certainty of Terms
Case: Gibson v Manchester City Council (1979)
The council's non-committal correspondence about selling a house to Gibson indicated no binding offer had been made.
Conclusion: The court ruled that Gibson could not compel the council, indicating the importance of definitive terms in contract formation.
Page 18: Certainty of Terms in Contracts
Case: Loftus v Roberts (1902)
A vague salary arrangement regarding an actress's payment was found insufficient to establish a binding contract.
Page 19: Communication of Offers
Case: Taylor v Laird (1856)
A claimant’s resignation and subsequent actions led to a ruling that no contractual relationship had been formed due to lack of communication about the new role.
Page 20: Summary of ITT and Offers
Overview of key cases clarifying the distinction between displays and offers in various contexts, thereby illustrating fundamental principles of contract law.
Page 21: Conclusion
The University of Huddersfield continues to build global professionals with a focus on excellence in teaching and a strong foundation in contract law.