Lecture notes study book Poole's Textbook on Contract Law of Robert Merkin QC, Severine Saintier (Chapter 2) - ISBN: 9780198816980, Edition: 14th Revised edition, Year of publication: -
- Offerer – Makes the offer
- Offeree – Accepts the offer (as long as there is no revocation)
- Offer – promise to be bound if offeree agrees to the offer terms
- I.T.T. – invitation to maje offers to make offeres as part of negotiating process
Offer and acceptance need to mirror each other to make an agreement
Not all agreements make a contract must be an intention to be legally bound
Offer + Acceptance = Agreement
An offer is capable of being converted into a binding agreement
ITT is an invitation to make offers
Reply to an ITT can only be an offer at best Itt cannot be converted to an agreement
- H of L examined language of correspondence between parties
- Mr Gibson applied for detail to buy his council house
- Council ‘may be prepared to sell the house to you’. Needed to complete and return the
application form
- Mr. Gibson completed and returned form
- Council changed policy
- Was there a concluded contract of sale? – H of L decided, no contract. Language used made
it clear the council did not intent to make a binding promise to be bound
- Letter was not an offer, that My Gibson had accepted
- The letter was an invitation to Mr. Gibson to make an offer to buy
Storer v Manchester
- Quick and simple agreement devised by council to simplify exchange of contracts
- CA held there was binding contract when the plaintiff signed the agreement and returned it
- It did not depend on council signing and returning its part
- Offer by the council – accepted by the P
Clifton v Palumbo (1944)
- ‘I am prepared to offer you my estate for £600,00’ – Held: not an offer to sell it
, - The courts look for clear evidence that the process of negotiation is complete (especially
when the sale of land is involved)
Bilateral – Promise in exchange for a promise
Unilateral – Promise in exchange for an act
Cannot accept by making a promise
Advertisement – offer of ITT
- This depends on whether the advertisement ask s for performance of an act (unilateral – and
an offer)
- Advert + Act, Advert is an offer, unilateral contract formed
- May also depend on whether it will suffice to promise to perform it
- Advert + promise t perform, advert is ITT not an offer
- Bilateral – promise and promise
- Advertisement is an invitation to treat (Partridge v Crittenden)
- Limited stocks argument (Grainger and Sons v Gough: wine catalogue and price list = ITT)
- Unilateral offer – promise and act
- Advertisement is offer if sufficiently clear in its clear in its terms andit is clear that the
advertiser intends a definite promise to be bound if the requested act is performed
- Authority: Carlill v Carbolic Smoke Ball Co.
Partridge v Crittenden (1968)
- Mr Partridge placed an advertisement indicating the he had wild birds for sale
- Its an offence to offer these birds for sale
- Advert stated price but gave no details about deliveries of quantities available
- On appeal Mr. Partridge’s conviction was quashed.
- Advert was an ITT not offer
- Constructing such an advert as an offer could mean the seller was unable to supply all those
who replied to the advert
Grainger and Sons v Gough
- Wine merchant’s catalogue and price list were considered to constitute no more than an
invitation to treat
- It made business sense to construe the advert in this way
- The wine merchant had a limited stock of wine.
- If the catalogue and price list had been an offer he could have found himself unbale to
supply all those who replied to the advertisement
Unilateral Contract – Carlill v Carbolic Smoke Ball Co
- Newspaper advert – promise to pay £100 reward to buyers who performed requested act
(use smoke ball 3 times a day for 2 weeks and contracted influenza)
- £1000 was deposited with a bank to show ‘sincerity in the matter’
- Mrs Carlill saw the advertisement, bought the smoke ball and used it as directed. She
contracted influenza but D refused to pay £100
- CA held: advert= offer to pay reward in exchange for performance of requested act.
Performing requested act was the acceptance. £100 was payable
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