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Responses To Offers Notes

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RESPONSES TO OFFERS

Possible responses to an offer:
o Acceptance: the original offer is taken as it stands

Rejection: the offer is terminated
 Counter-offer: offeree responds in a broadly positive sense but proposes terms which conflict with those of the offeror. This does not include requests for further information
 Revocation: by the offeror prior to the acceptance.
 Lapse due to: passage of time; non-fulfilment of a condition; death.
Counter offer

Hyde v Wrench (1840) - D offered farm for £1,000. P
responded stating for £950. D refused. P stated would accept for £1,000. D refused.
 Specific performance rejected, second-proposal was a counter-offer that terminated the original offer.
o Stevenson v McLean (1880) - On Saturday D offered iron warrants for 40s/ton. The offer was open until Monday.
 On Monday P replied asking "whether you would accept forty for delivery over two months, or if not, longest limit you would give".
 On receipt of this D sold to a third party, but P
purported to accept offer before D informed him.
 Held that Stevenson's enquiry had not been a counteroffer. His later telegram was therefore acceptance of the original offer.
o Gibson v Manchester City Council (1978) - above Mr
Gibson filled in the form but left the purchase price blank,
asking that certain necessary repairs should be taken into account to diminish the price. The council replied that the state of the property had already been taken into account in the fixing of the price.
 Mr Gibson then wrote back on 18 March asking to proceed with the purchase in accordance with his original application.
 CA Lane LJ argued that this was counter-offer
 HoL Lord Edmund Davies: "I read it as merely exploratory of the possibility of a reduction in price in the eventuality indicated."
Battle of the Forms

BRS v Arthur Crutchley (1968) - Plaintiffs' lorry, carrying a valuable load of whisky, was stolen while being stored overnight at the defendants' warehouse.
 Driver held delivery note: "all goods are carried on the [plaintiffs'] conditions of carriage".
 D stamped the delivery note with the words
"received under A.V.C conditions". Held the giving of the note was an offer, and as stamping contained different terms, it was a counteroffer which was accepted by the conduct of the driver driving into the warehouse.
 The latest shot in a battle of the forms tends to prevail,
because the doctrine of counter-offer dictates that it represents the current offer on the table between the parties and terminates earlier ones.
o Butler Machine Tool v Ex-Cell-O [1979] - Sellers of a machine tool quoted a price for its delivery in ten months'
time, and on the reverse were various clauses including a price escalation clause and statement that "all orders are accepted only upon and subject to the terms set out in our quotation and the following conditions. These terms and conditions shall prevail over any terms and conditions in the buyer's order".
 Buyers placed an order which was expressed to be on their own terms and conditions, and varied the delivery date. There was a tear-off slip which was to be signed and sent back stating that purchase was on their own terms.
 Sellers sought to use escalation clause.
 Held that the buyers terms governed, their order was so materially different from the sellers' offer that it could not be construed as an acceptance of it. Instead,
it was a counter-offer.
o Tekdata v Amphenol (2009) - Buyers and sellers,
respectively, of components destined for use in Rolls Royce aero engines.
 Buyers claimed goods were faulty, sellers claimed the terms were their own and excluded liability.
 Held at first instance (HHJ Simon Brown QC) that the usual battle of the forms analysis was displaced here as throughout the parties' relationship it had always been intended that Tekdata's terms should apply, since they contained stipulations as to time and quality
 Amphenols appeal was allowed. It was impermissible in effect to disregard the reference to Amphenol's terms on the acknowledgment of purchase.
Revocation/Withdrawal of Offer

Up until the moment at which an offer is accepted, the offeror may withdraw it.
 Routledge v Grant [1828] - Grant offered Routledge a long lease. Routledge asked for six weeks to decide. G
withdrew the offer, but R purported to accept it later.
 Best CJ: "if six weeks are given on one side to accept an offer, the other has six weeks to put an end to it"

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