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Law Notes Contract Law Notes

Offer And Acceptance Notes

Updated Offer And Acceptance Notes

Contract Law Notes

Contract Law

Approximately 1511 pages

Contract law notes fully updated for recent exams at Oxford and Cambridge. These notes cover all the LLB contract law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Hong Kong or Malaysia (University of London).

These were the best Contract Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students with the highest...

The following is a more accessible plain text extract of the PDF sample above, taken from our Contract Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Table of Contents

I - Offer & Acceptance 4

A - Offer & Invitation to Treat 4

Storer v Manchester CC (1974) 4

*Gibson v Manchester CC [1979] 1 WLR 294 4

1/ Displays and advertisements 4

a/ Principle = Invitation to Treat 4

*PSGB v Boots [1952] 2 QB 795 4

Partridge v Crittenden [1968] 1 WLR 1204 5

b/ Exception = offer 5

Chapelton v Barry UDC (1940) 5

*Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 5

2/ Timetables and automatic vending machines 5

Thornton v Shoe Lane (1971) 5

3/ Tenders 5

a/ General rule = invitation to treat 5

b/ Exception = two-contract analysis 5

Harvela Investments v Royal Trust Co of Canada [1986] AC 207 5

*Blackpool & Fylde Aero Club Ltd v Blackpool BC [1990] 3 All ER 25 6

B – Acceptance in bilateral contracts 6

B.1 – Correspondence of acceptance with offer 6

1/ Conditional acceptance 6

2/ Counter-offer 6

Hyde v Wrench (1840) 3 Beav 334 6

Stevenson v McLean (1880) 5 QBD 346 7

3/ “Battle of the forms” 7

a/ General rule = “last shot” 7

Brogden v Metropolitan Railway (1877) 2 App Cas 666 7

*Butler Machines v Ex-Cello Corp [1979] 1 WLR 401 7

b/ Exception = contrary intention 7

c/ Lord Denning’s alternative approach in finding agreement 7

*Butler Machines v Ex-Cello Corp [1979] 1 WLR 401 7

B.2 – Nexus between offer and acceptance (ignorance of offer) 8

1/ Cross offers 8

2/ Rewards cases 8

R v Clarke (1927) 8

Gibbons v Proctor (1891) 4 LT 594 8

Williams v Carwardine (1833) 8

B.3 - Method of acceptance 8

1/ Acceptance by Conduct or acquiescence 8

2/ Acceptance in a prescribed way 8

Manchester Diocesan Council for Education v Comm. & Gen. Investments [1970] 1 WLR 242 8

3/ Acceptance by silence 8

*Felthouse v Bindley (1862) 11 CBNS 869 8

B.4 - Communication of Acceptance 9

1/ Postal acceptance 9

Henthorn v Fraser [1892] 2 Ch 27 9

*Byrne v Van Tienhoven (1880) 5 CPD 344 9

*Holwell Securities v Hughes (1974) 9

2/ Instantaneous acceptance 9

a/ Two-way instantaneous (face-to-face, telephone) 9

*Entores v Miles Far East Corp [1955] 2 QB 327 (Lord Denning) 10

b/ One-way instantaneous (email, text messaging, answerphone messagine, fax) 10

C - Acceptance in unilateral contracts 10

*Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 10

Errington v Errington [1952] 1 KB 290 10

Daulia v Four Millbank Nominees Ltd [1978] Ch 231, 239 10

D - Termination of an Offer 10

1/ Revocation by offeror 10

*Dickinson v Dodds (1876) 2 Ch D 463 10

2/ Rejection by offeree 11

3/ Lapse of the offer 11

4/ Death of offeror or offeree 11

5/ Change in circumstances (subject matter deteriorates before acceptance) 11

II – Certainty 11

A – Conditional Agreements 11

B – Vagueness and incompleteness 11

*British Steel Corp v Cleveland Bridge & Engineering Co Ltd [1984] 1 All ER 504 11

1/ Previous dealing, custom and reasonableness 12

Hillas v Arcos (1932) 147 LT 503 12

2/ Severance 12

3/ Agreements to negotiate or not to negotiate 12

*Walford v Miles [1992] 2 AC 128 12

4/ Agreed mechanisms for ascertainment 12

May & Butcher Ltd v R [1934] 2 KB 17 12

III - Intention to Create Legal Relations 13

A – Family and social agreements 13

A.1 - Presumption 13

1/ Between couples 13

Balfour v Balfour [1919] 2 KB 571 13

2/ Pre-nuptial agreements 13

*Radmacher v Granatino [2010] UKSC 42 13

3/ Between parents and children 13

Jones v Padavatton [1969] 1 WLR 328 13

A.2 – Rebutting the presumption 13

B – Commercial agreements 13

Esso Petroleum v Customs & Excise [1976] 1 WLR 1 13

*RTS Flexible Systems Ltd v Molkerei Alois Muller GMBH (2010) UKSC 14 14

Blue v Ashley [2017] EWHC 1928 (Comm) 14

I - Offer & Acceptance

A - Offer & Invitation to Treat

An offer is (i) a proposal of the terms of exchange and (ii) an expression of willingness to be bound as soon as offeree accepts. It can be distinguished from:

  • A request for or supply of information (ex. Upon C’s request asking whether D will sell them Y and price, D replied with a price, and C purported to accept the “offer”held that it was not an offer because D merely supplied information – Harvey v Facey (PC))

  • An invitation to treat, i.e. an expression of willingness to embark on negotiations.

In negotiations, there will only be an offer where one party confers on the other the power to bind the speaker. Contrast:

Storer v Manchester CC (1974)

  • Facts: D, council, sent a brochure advertising the details of a scheme for tenants to buy their council houses. C ascertained the price and sent an application to buy. The council sent a letter saying “I enclose the agreement for sale. If you sign it and return it to me I will send you the agreement signed in exchange”. C signed and returned the agreement.

  • Held (CoA): a contract was concluded because the council’s letter evinced an intention to be bound by the terms of the agreement as soon as C accepted it by signing and returning it.

*Gibson v Manchester CC [1979] 1 WLR 294

  • Facts: C inquired and council responded informing him of the price at which the “council may be prepared to sell the house” and giving details of a mortgage proposal while expressly stating that the letter should not be regarded as a firm offer of a mortgage and that C should complete a further form if C wished to make a formal application. C applied, made some repairs, and the council put the house on the house purchase list.

  • Held (HL): the letter did not confer power on C to bind the council to sell the house as soon as C assented; the council warned against regarding the letter as a firm offer and invited C to make a formal application (which became an offer). The council’s conduct manifested an intention to accept C’s offer, but had not yet completed the acceptance by communicating it to C.

NB here Lord Denning (CoA) suggested that the sole test of offer/acceptance should be whether parties reached an agreement rather than forcing the facts into the template of offer and acceptance (so in this case a binding contract HAS been reached).

Lord Diplock rejected this, holding that while some exceptional types of contract may...

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