Term
| Which case confirms that acceptance must be unqualified and must correspond exactly with the terms of the offer? |
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Definition
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Term
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Definition
ACCEPTANCE MUST BE UNQUALIFIED AND MUST CORRESPOND EXACTLY WITH THE TERMS OF THE OFFER
C made a counter offer
D rejected the counter offer
C then tried to accept the original offer
HELD - C's counter-offer killed the original offer (it was in no way an acceptance, as it did not correspond with the original offer). |
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Term
| Which case confirms that acceptance may only be made by the offeree? (NOTE - where service provided is linked to personality of the intended offeree) |
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Definition
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Term
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Definition
ACCEPTANCE MAY ONLY BE MADE BY THE OFFEREE
(NOTE - the D's would have gained some benefit from contracting with the original shop owner, which they did not have with the new shop owner)
C purchased a shop from the former owner
D sent an order to the shop, addressed to the former owner
C delivered the goods and sought payment
D refused to pay C
HELD - there was no contract between the C and the D - D's offer had been addressed to the former owner, therefore C was not an offeree
(NOTE - fact that D would have gained an advantage from contracting with former owners was relevant) |
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Term
| Which case confirms that the act or promise constituting the acceptance must be given in exchange for the offer? |
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Definition
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Term
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Definition
THE ACT OF PROMISE CONSTITUTING ACCEPTANCE MUST BE GIVEN IN EXCHANGE FOR THE OFFER
A reward was offered for information leading to the conviction of a murderer
C had seen the offer, but only gave the relevant information after he had been arrested for the crime and had forgotten the reward offer
HELD - the C had not acted on the faith of, or in reliance upon the offer |
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Term
| Which case confirms that provided that there is evidence of knowledge of the offer, it matters not that the act is performed for an entirely different motive which is unconnected with the terms of the offer? |
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Definition
Williams v Carwadine [1833]
Gibbons v Proctor [1981] |
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Term
| Williams v Carwadine [1833] |
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Definition
MOTIVE FOR PERFORMANCE IS IMMATERIAL, PROVIDED THAT THE OFFEREE KNOWS OF THE OFFER
Deathbed confession for the motive of saving her soul rather than getting the reward, however she knew of the reward
HELD - her estate were entitled to the reward |
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Term
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Definition
MOTIVE FOR PERFORMANCE IS IMMATERIAL, PROVIDED THAT THE OFFEREE KNOWS OF THE OFFER AT THE TIME OF ACCEPTANCE
At the time C provided information, no reward had been offered. However, by the time the information got to the offeror, the reward had been offered and the offeree knew of the reward
HELD - acceptance was at the point where the offeror received the information, therefore, C was entitled to the reward. |
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Term
| How many times can acceptance be made in cases where a reward has been offered in return for a specific piece of information or the finding of a specific thing? |
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Definition
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Term
| At what point does acceptance of a bilateral offer apply? |
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Definition
| At the moment at which it is communicated to the offeror. |
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Term
| Can an offeror stipulate that he will take silence to be acceptance? |
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Definition
| NO - this would unfairly bind the offeree |
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Term
| Where an offeree intends to accept, but does not communicate this to the offeror, is there a contract? (w.r.t Bilateral agreements) |
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Definition
| NO - (apart from the rare exception where conduct can be taken as acceptance) |
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Term
| Which case confirms that the offeror cannot stipulate that he will take silence to be acceptance? |
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Definition
| Felthouse v Bindley [1862] |
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Term
| Felthouse v Bindley [1862] |
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Definition
AN OFFEROR CANNOT STIPULATE THAT HE WILL TAKE SILENCE TO BE ACCEPTANCE
C offered to buy D's horse and stipulated that he would take silence as acceptance
The D intended to accept, and was thus 'silent'
Horse was inadvertently sold to someone else
HELD - there was no contract - OFFEROR CANNOT STIPULATE THAT SILENCE IS ACCEPTANCE |
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Term
| An offeror cannot stipulate that silence will be taken as acceptance... However, in some circumstances, can silence be taken as acceptance? (w.r.t bilateral agreements) |
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Definition
| YES - where conduct is indicative of acceptance |
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Term
| Which two cases can be used to show that acceptance can be derived from conduct? |
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Definition
Brogden v Metropolitan Railway Company [1877]
Intense Investments Ltd v Development Ventures Ltd [2006] |
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Term
| Intense Investments Ltd v Development Ventures Ltd [2006] |
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Definition
ACCEPTANCE CAN BE DERIVED FROM CONDUCT (RARE)
Conduct = Lender transfereed £350,000 in loan monies to the borrower... HELD - conduct deemed sufficient to constitute acceptance of the repayment terms offered by the borrower. |
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Term
| Brogden v Metropolitan Railway Company [1877] |
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Definition
ACCEPTANCE CAN BE DERIVED FROM CONDUCT (RARE)
Failure to actively respond/accept a counter offer. However, conduct = ordered & taken delivery of coal on a number of occasions, in accordance with the terms of the contract. HELD - conduct was indicative of acceptance. |
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Term
| Can acceptance of the offer be made by a 3rd party on behalf of the offeree? |
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Definition
| YES - however, the 3rd party must have the authority of the offeree |
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Term
| Which case confirms that in order for a 3rd party to accept on behalf of the offeree, the 3rd party must have been given the authority to do so? |
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Definition
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Term
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Definition
A 3RD PARTY ACCEPTING ON BEHALF OF THE OFFEREE MUST HAVE THE OFFEREE'S AUTHORITY TO DO SO
C applied for the post of headmaster
D = governor's panel
D decided they would give C the job, but did not communicate it to him
One of the committee told C that he had wont he job
the committee then changed it's mind
C sued for breach of contract
HELD - the party who had told P of the acceptance was not authorised to do so, therefore, there had been no acceptance |
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Term
| What is the general rule with regards to the communication of acceptance in a bilateral contract? |
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Definition
Acceptance must be communicated to the offeror, before acceptance is effective.
However, in certain circumstances, conduct will be sufficient to show acceptance |
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Term
| What is the general rule with regards to the communication of acceptance in a unilateral contract? |
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Definition
| Communication of acceptance is not necessary, performance = acceptance. (Carlil v Carbolic Smoke Ball) |
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Term
| Daulia Ltd v Four Millbank Nominees Ltd. [1978] |
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Definition
ACCEPTANCE OF A UNILATERAL OFFER REQUIRES COMPLETE PERFORMANCE OF THE ACT
THE OFFEROR MAY REVOKE AT ANY TIME UP TO THE POINT THAT THE ACT HAS BEEN FULLY PERFORMED, SUBJECT TO THE QUALIFICATION THAT ONCE PERFORMANCE HAS COMMENCED, THE OFFEROR IS UNDER AN IMPLIED OBLIGATION NOT TO PREVENT THAT PERFORMANCE |
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Term
| W.r.t acceptance of an offer, when would the conduct of the offeror be taken into account? |
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Definition
| Where the acceptance is not communicated to the offeror through some fault of the offeror. |
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Term
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Definition
A telex of acceptance was sent during office hours, however it was simply not read by anyone in the office
HELD - acceptance was communicated & effective |
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Term
| Entores v Miles Far East Corporation [1955] |
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Definition
The ink in the teleprinter ran out at the receiving end, but the clerk did not ask for the message to be repeated
HELD - acceptance was communicated & effective |
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Term
| What are the three exceptions to the general rule that with a bilateral contract, acceptance must be communicated to the offeror / acceptance is effective on communication to the offeror... |
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Definition
1) Where the courts find that the conduct of offeree is sufficient to show acceptance
2) Communication fails through some fault of the offeror
3) Postal rule |
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Term
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Definition
| Where post is deemed to be the proper means of communication, the acceptance takes effect from the moment the letter of acceptance is properly posted. A letter is properly posted when it is put into an official letter box or into the hands of an employee of the Post Office who is authorised to receive letters |
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Term
| Which case laid down the postal rule? |
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Definition
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Term
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Definition
| LAID DOWN THE POSTAL RULE |
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Term
| Re London and Northern Bank, ex p. Jones [1900] |
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Definition
IN ORDER FOR A LETTER TO BE PROPERLY POSTED, IT MUST BE PUT INTO AN OFFICIAL LETTER BOX OR INTO THE HANDS OF AN EMPLOYEE WHO IS AUTHORISED TO RECEIVE LETTERS
GIVING THE LETTER TO SOMEONE WHO IS ONLY AUTHORISED TO DELIVER LETTERS IS NOT SUFFICIENT / PROPER POSTING |
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Term
| Does the postal rule apply to letters of acceptance AND letters of revocation? |
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Definition
| NO - it only applies to letters of acceptance. Revocation is only effective upon actual communication (Byrne v Van Tienhoven [1880]) |
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Term
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Definition
CASE SHOWING POSTAL RULE IN ACTION
Offeror posted a letter revoking an offer a few hours later (before the offeree received the revocation), the offeree posted a letter accepting the offer
HELD - the acceptance was effective upon posing therefore, there was a binding contract |
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Term
| Does the postal rule apply where a letter is delayed / lost in the post? |
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Definition
| YES - acceptance is effective upon posting |
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Term
Household Fire and Carriage Accident Insurance Co. v Grant [1879]
(not including obiter) |
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Definition
POSTAL RULE IS EFFECTIVE, EVEN IF THE LETTER IS LOST
D posted an acceptance to purchase some shares
C = company
D's letter got lost in the post
C went in to liquidation
HELD - D = liable to pay for the shares, even though the letter was lost - acceptance = effective upon posting |
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Term
| When will 'by-post' be deemed to be an unreasonable means of communicating an acceptance? |
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Definition
| Where there is an implied condition that prompt acceptance is required |
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Term
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Definition
| UNREASONABLE TO USE THE POST WHEN THERE IS AN IMPLIED CONDITION THAT PROMPT ACCEPTANCE IS REQUIRED |
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Term
| Quenerduaine v Cole [1883] |
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Definition
UNREASONABLE TO USE THE POST WHEN THERE IS AN IMPLIED CONDITION THAT PROMPT ACCEPTANCE IS REQUIRED
C posted an offer to D
D sent a counter-offer by telegram
C accepted the counter-offer by post
HELD - it was unreasonable for C to have sent the acceptance by post, as D's use of telegram = implied condition than prompt acceptance was required |
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Term
| Name some circumstances in which the postal rule will be displaced... |
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Definition
a) Where it would lead to 'a manifest inconvenience and absurdity' - Holwell Securities v Hughes [1974]
b)Where the offeree incorrectly addresses the acceptance - Getreide-Import Gesellschaft v Contimar [1953]
c) Where the offeror expressly & effectively ousts the postal rule
d) Where there is an implied condition that prompt acceptance is required |
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Term
| Getreide-Import Gesellschaft v Contimar [1953] |
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Definition
| WHERE AN ACCEPTANCE IS INCORRECTLY ADDRESSED, THE OFFEREE WILL LOSE THE BENEFIT OF THE POSTAL RULE |
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Term
| Holwell Securities v Hughes [1974] |
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Definition
| THE POSTAL RULE WILL BE DISPLACED WHERE IT WOULD LEAD TO A 'MANIFEST INCONVENIENCE AND ABSURDITY' |
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Term
| Can the postal rule be ousted by the offeror's words? |
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Definition
| YES - where the offeror's words expressly stipulate that acceptance is only effective upon communication, NOT posting |
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Term
| Household Fire Insurance v Grant [1879] |
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Definition
| OBITER - THE POSTAL RULE COULD BE OUSTED BY WORDS TO THE EFFECT OF 'YOUR ANSWER BY POST IS ONLY TO BIND IF IT REACHES ME' |
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Term
| Holwell Securities v Hugher [1974] |
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Definition
| USE OF THE WORDS 'BY NOTICE TO [D'S NAME]' WERE SUFFIENT TO OUST THE POSTAL RULE AND REQUIRE ACTUAL COMMUNICATION |
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Term
| Can a posted acceptance be capable of revocation? |
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Definition
| Highly unlikely - there is a Scottish authority which says it can, but this has since been overturned by Scottish courts + other commonwealth authorities have held that there is no scope for revocation of a posted acceptance. |
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Term
| Dunmore v Alexander [1830] |
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Definition
| SCOTTISH CASE WHICH HELD THAT A POSTED ACCEPTANCE IS CAPABLE OF REVOCATION - SINCE OVERTURNED IN SCOTLAND + NOT FOLLOWED BY OTHER COMMONWEALTH AUTHORITIES |
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Term
| Why is it highly unlikely that a court will ever find that a posted acceptance is capable of revocation? |
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Definition
| It undermines the postal rule + it gives the offeree the 'best of both worlds'. |
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Term
| What is the general w.r.t when acceptance is effective when using instantaneous modes of communication? |
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Definition
| Acceptance is effective upon receipt |
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Term
| What is the general w.r.t when acceptance is effective when using instantaneous modes of communication? |
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Definition
| Acceptance is effective upon receipt |
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Term
| Entores v Miles Far East Corporation [1955] (EXCLUDING OBITER) |
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Definition
ACCEPTANCE IS EFFECTIVE UPON RECEIPT
International trading - necessary to known which jurisdiction acceptance had taken place
HELD - Acceptance was received in England, therefore, contract was formed in England and was thus subject to English law |
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Term
| Entores v Miles Far East Corporation [1955] (LORD DENNING'S OBITER) |
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Definition
LAID OUT DIFFERENT SCENARIOS W.R.T WHEN/WHERE ACCEPTANCE TAKES PLACE...
ULTIMATELY, WHERE THE PERSON SENDING THE MESSAGE OF ACCEPTANCE KNOWS, OR OUGHT TO KNOW, THAT IT HAS NOT BEEN RECEIVED, WITHOUT ANY FAULT OF THE OFFEROR, NO CONTRACT HAS BEEN CONCLUDED - IT IS UP TO THE OFFEREE TO RE-SEND THE ACCEPTANCE
HOWEVER, IF THE OFFEREE REASONABLY BELIEVES THAT HE HAS COMMUNICATED HIS ACCEPTANCE BUT THIS IS NOT SO BECAUSE OF THE FAULT OF THE OFFEROR, THEN THE OFFEROR MAY BE ESTOPPED FROM SAYING THAT HE DID NOT RECEIVE THE ACCEPTANCE |
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Term
| W.R.T INSTANTANEOUS COMMUNICATIONS - Where acceptance fails to be communicated through the fault of the offeror, will the acceptance be effective? |
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Definition
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Term
| Which case confirms the decision in Entores (that instantaneous communication is effective upon receipt) |
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Definition
| Brinkibon v Stahag Stahl [1983] |
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Term
| Brinkibon v Stahag Stahl [1983] |
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Definition
| CONFIRMS ENTORES - WHEN USING INSTANTANEOUS MODES OF COMMUNICATION, ACCEPTANCE IS EFFECTIVE UPON RECEIPT |
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Term
| Which case confirms that - W.R.T INSTANTANEOUS COMMUNICATIONS - Where acceptance fails to be communicated through the fault of the offeror, the acceptance will be effective? |
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Definition
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Term
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Definition
| WHERE ACCEPTANCE IS SENT THROUGH AN INSTANTANEOUS MEDIUM, BUT FAILS TO BE COMMUNICATED TO THE OFFEROR THROUGH THE FAULT OF THE OFFEROR, ACCEPTANCE IS EFFECTIVE AND THE CONTRACT IS FORMED. |
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Term
| Mondial Shipping and Chartering BV v Astarte Shipping Ltd [1995] |
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Definition
| WHERE INSTANTANEOUS COMMUNICATION IS SENT OUTSIDE OF BUSINESS HOURS, IT IS NOT DEEMED TO HAVE BEEN ACCEPTED UNTIL THE NEXT START OF BUSINESS HOURS - EVEN IF IT CONCERNS INTERNATIONAL COMMUNICATIONS AND DIFFERENT TIME ZONES (it all depends on the time/business hours of the country to which the communication is sent) |
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Term
| What is the general rule w.r.t the mode in which acceptance is communicated? |
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Definition
| Generally, the offeree may communicate acceptance in any manner whatsoever |
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Term
| Manchester Diocesan Council for Education v Commercial and General Investments [1970] (OBITER) |
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Definition
IF THE OFFEROR INSISTS THAT HE WILL NOT BE BOUND UNLESS ACCEPTANCE IS COMMUNICATED THROUGH A SPECIFIC MEDIUM, THEN THE OFFEROR WILL ONLY BE BOUND IF SAID MEDIUM IS USED.
HOWEVER, IF A DIFFERENT MEDIUM IS USED, THE OFFEROR MAY WAIVE HIS RIGHT TO INSIST ON THE PRESCRIBED METHOD OF ACCEPTANCE
IF THE OFFEROR FAILS TO EXPLICITLY STATE THAT ONLY THE PRESCRIBED MODE WILL BE BINDING, THE OFFEREE MAY COMMUNICATE ACCEPTANCE THROUGH ANY MEANS |
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Term
| Tinn v Hoffman & Co [1873] |
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Definition
| WHERE THE OFFEREE PRESCRIBES A MODE OF ACCEPTANCE-COMMUNICATION, BUT DOES NOT EXPLICITLY STATE THAT NO OTHER MODES OF COMMUNICATION WILL BE BINDING, THEN THE OFFEREE IS NOT BOUND TO USE THE PRESCRIBED MODE OF COMMUNICATION |
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Term
| Yates Building Co. Ltd v Pulleyn & Sons (York) Ltd [1975] |
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Definition
IF THE PRESCRIBED MODE OF ACCEPTANCE COMMUNICATION WAS PRESCRIBED FOR THE BENEFIT OF THE OFFEREE, THE OFFEREE IS NOT BOUND TO USE THE PRESCRIBED MODE OF COMMUNICATION
An offeree was told to send acceptance via recorded / registered delivery - HELD - this mode was for the benefit of the offeree (so he would have proof of receipt), therefore, the was able to waive this requirement and use an alternative mode. |
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Term
| In a minority of cases, the courts have discerned acceptance from conduct. However, this is rare. Which case can be used to show an unwillingness of the courts to discern acceptance from conduct? |
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Definition
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Term
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Definition
ONLY IN EXCEPTIONAL CIRCUMSTANCES WILL ACCEPTANCE BE DISCERNED FROM CONDUCT
C's offered to insure D's vehicle
D took his vehicle out on the road
C's argued that D's conduct amounted to acceptance of their offer
HELD - the D's conduct did not = acceptance |
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