A comprehensive guide to contract law LLB
Condensed the whole module into a table
Guide for problem questions
Written by a first class student
Contains the following topics:
Offer and Acceptance
Consideration
Misrepresentation
Undue Influence
Duress
Frustration
Control of Terms
P...
CREATION OF TERMS OF CONTRACT VITIATING FACTORS REMEDIES
CONTRACT (identify terms in contract- (Misrepresentation; (Damages;
(offer; acceptance; term/representation/incorpor Undue Influence; Termination; agreed
intention to create legal ated; terms to remove - Duress) and specific remedies)
relations; consideration UCTA/CRA/Common Law;
- exception: promissory interpretation of term; implied DISCHARGE
estoppel) term in fact or in law) (Frustration, Breach)
OFFER AND ACCEPTANCE TABLE
STEP 1: OFFER OR INVITATION TO TREAT (ITT)?
Smith v Hughes (1871) per Lord Regardless of what a party’s actual intentions were,
Blackburn they are presumed to be bound to contract if
Objective test reasonable man would believe they entered into a
contract (from conduct, behaviour etc). Objectivity
from POV of promise.
Gibson v Manchester City Examine correspondence between parties.
Council (1979)
Offer needs certain wording showing concrete
Commitment to be bound v commitment.
willingness to negotiate ‘may be ‘May be prepared to sell’ - too uncertain for offer
prepared to sell’
Criticism of approach: Undue focus on precise
construction of document. Failed to consider conduct
of parties.
e.g. Gibson improved property and Council took
property off list to maintain.
Lord Edmund Davis: Impossible to conclude
improvements done on basis of council committing to
sale. G cant rely on C putting house under pending
sales as was unknown to G at the time.
Storer v Manchester City Council All terms of the contract of sale had been agreed
UNILATERAL OFFER
A promises to do something for
B on the condition B does
something first. B not obliged to
do the act but if they do A must
fulfil their promise
Carlil v Carbolic Smoke Ball £1000 deposit in the bank showed sincerity of
unilateral offer
Errington v Errington and Woods Can be revoked up until the point of performance
UNILATERAL
Luxor (Eastborne) Ltd Cooper exception to general rule that unilateral offer cannot
(1941) be revoked once performance has begun, if offeree
UNILATERAL bears the risk e.g. offer to pay commission on clients
with completed sales can revoke even if employee did
this
Daulia Ltd v Four Millbank offeror cannot withdraw his offer once performance
Nominees Ltd (1978) per Goff LJ has begun but not obliged to make the payment until
,UNILATERAL fully performed the act
Shuey v US Communication of revocation by same or more
efficient means of offer
Carlil No need to communicate acceptance
ADVERTISEMENTS
Partridge v Crittenden (1969) Ad in newspaper is invitations to treat not offers.
Not guilty of ‘offering’ illegal
stock because ad was not an
offer.
Carlil v Carbolic Smoke Ball Co Exception: Ad can be offer based on wording and wider
(1893) circumstances e.g. offeror’s conduct.
Reward offered for performance
of a specific act
D’s Main arguments Ad was too vague to be enforced. Terms too vague.
(e.g. no limited time of catching illness after med; who
was addressed by offer; unreasonable no normal
person would undertake an experiment at their own
expense; mere puff)
Bowen LJ Ad was an offer made to the public, intended to be
issued and read by the public.
Read in its plain meaning as the public understand it.
Intended to have effect, make ppl use med as claims
attributed to use of med not purchase.
Who was addressed: reward paid to anyone getting
illness after use of med. Words suggests it applied to
ppl getting illness before and after publication of the
ad.
Fallacy it was offer made to the world - onky those who
perform the condition
Duration: protection as long as epidemic lasts/meds
used. Latter is most natural meaning as offeror
explained how long meds lasted and how to refill them.
Lindley LJ: reward for contracting illness within
reasonable time of using meds.
Al Smith LJ: this point is not necessary to resolve
Puff: going so far to deposit money in bank for this
purpose intended for offer to be acted on.
Bowen LJ: choosing to make extravagant promises is
because it pays offeror to do so, no reason in law to not
be bound.
Lefkowitz v Great Minneapolis Exception: ad can be offer based on definitiveness of
Surplus Stores Inc (1957) language/pre-conditions. Need clear and explicit offer
AMERICAN CASE leaving nothing open for negotiation.
, e.g. first come first served
Offeror cannot add more conditions not published in
the offer after offeree accepts.
Chwee Kin Keong v The default rule that an Ad on website is an ITT not
Digilandmail.com Pte Ltd (2004) offer is more easily displaced.
SINGAPOREAN CASE
Internet Ad is to the world so integrates traditional
ads/displays in one place. General rule more easily
displaced because of range and variety of sales on
internet. So less weight on default rule.
Rajah CJ: must be careful with wording of internet ads.
Loose wording may create unilateral contractual
liability with much more purchasers than stocks
permit.
Alt view: Possible range of liability may make judges
reluctant to say internet ad is offer. May hold is offer
‘while stocks last’. Rajah did not agree, law wont imply
condition to bail out seller from bad bargain.
Alt view: term implied gives effect to objective
intention. Safe to assume online seller not offering
unlimited goods. Rajah said won’t work. E.g. offer for
supply of information potentially unlimited. This could
put unreasonable onus on seller to have protective
clauses against huge exposure to liability. Rajah says
seller has means and knowledge of stock, must ensure
software reflects intentions objectively.
Critical Analysis: Rajah is think abstractly/ Not
considering huge move on supply of finite goods online
more than before. High street is dying, this stance may
have to change. E.g. independent sellers on etsy/ebay
do not have the same means as large corporations to
create protective clauses
SHOP DISPLAYS
Pharmaceutical Society of Great Shop displays are invitations to treat.
Britain v Boots Cash Chemists Offer is when customer takes item to checkout, offers
Ltd (1953) to buy; clerk accepts by taking the money.
Lord Goddard CJ: self-service offer when customer
takes goods to scan acceptance by machine once
money is paid
Reasoning Sommervell LJ
If display is offer customer is bound as soon as item
placed in basket can’t change minds even if not paid
, yet.
Fisher v Bell (1961) Lord Parker Shop window is invitation to treat
CJ Attiyah: classification of offer depends on desired
results. if have limited stck illogical for seller to be
liable for D>S so not offer
TENDERS
Spencer v Harding (1869) General rule: initiation to tender not an offer, use of
word ‘offer’ is not determinative. Proclamation of
willingness to receive offers. Not bound to accept any
tender. Tenders are offers, accepting a tender creates a
legal obligation.
Harvela Investments Ltd v Royal Exception: will be an offer if the party expressly
Trust Company of Canada (CI) undertakes to accept highest or lowest bid bound to
Ltd (1986) accept the one that mattes stipulated condition.
Lord Templeman: referential bids are invalid
Brownsword, Smith and Thomas: e.g. unilateral offer to
sell shares. Bound by acceptance made under
submission of bid
Blackpool and Flyde Aero Club v Initiation to tender may include an offer to consider
Blackpool Borough Council per bids that conform to the requirements - must be
Bingham LJ ‘opened and considered’
Not bound to accept highest/any tender, this is a risk
tendering party takes when submitting response but
are contractually entitled to be considered.
Objective test: Invitation does not explicitly say will
consider conforming tenders but does not stipulate
against it. If a reasonable tenderer understands if they
submit a conforming tender they will be considered,
than invitor bound to do so.
Courts don’t lightly imply a contract: factors considered
to move away from default rule.
(1-3 = weighty factors)
1)Invitation to tender addressed to small number of
interested parties
2)clear orderly and familiar tender procedure
3)outcome consistent with assumptions of commercial
parties
4)Tenderer holds concession may have legitimate
expectation of consideration for renewal
5)invitiation issued by local duty owe fudiciary duty to
act reasonably in managing financial affairs
Stocker LJ: Obligation to consider does not mean they
cannot accept any tender they want if its an honest
tender
Fairclough Building Ltd v Bona fide decision to exclude a party from
Borough Council of Port Talbot consideration (e.g. conflict of interest/bad financial
(1993) reports) may not be a breach of duty to consider all
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