Offer and Acceptance

Question	Answer
What is an Offer?	An offer is an expression of willingness to enter into a legally binding agreement without further negotiation.
The communication in an offer must be...	a) Sufficiently specific in terms of the main obligations; b) Capable of immediate acceptance; c) Intended to be legally binding.
Invitation to treat	An ITT is an expression of willingness to open up negotiations. Determined objectively: Gibson v Manchester City Council
Storer v Manchester City Council	Facts similar to Gibson, but Storer signed and returned an 'Agreement for Sale'. HELD: Document was sufficiently certain enough to amount to an offer from the council.
Self Service Displays	Pharmaceutical Society of G.B v Boots. The display of goods on shop shelves was merely an invitation to treat. The customer brings the goods to the shop keeper to see whether he will sell or not.
Shop Window Displays	Fisher v Bell A display of goods in a shop window with a price ticket attached was merely an invitation to treat and not an offer for sale.
Auction Sales	Payne v Cave The plaintiff alleged that the D had bought the P's goods at an auction sale. D had made the highest bid but withdrew it before the hammer fell. HELD: Bids constitute offers which are accepted by the fall of the hammer. Sale of Goods Act 1979 confirms this.
Auction Sale 'without reserve'.	Warlow v Harrison confirmed in Barry v Heathcote Ball & Co. ltd
'Sealed Bid' Auction	Harvela Investments v Royal Trust of Canada D obliged to sell to highest bidder
Counter Offer	In a counter offer, the offeree will suggest slightly or substantially different terms. This does not constitute acceptance, as it does not mirror the offer.
Hyde v Wrench	D offered to sell a farm to P for £1000. P offered £900, which was rejected. P then purported to accept the offer to sell at £1000.D refused to go through with the transaction. Court Held that the original rejection of the offer in effect destroyed it.
Request for information	Such inquires are not a counter offer. It is not suggesting alternative terms for the contract, but attempting to clarify the way in which the contract will be performed and, in particular, whether a specific type of performance will be acceptable. Stevenson, Jaques & co v Mclean
Battle of the forms	Occurs when two companies are in negotiation and, as part of their exchange, they send each other standard contract forms. If the two sets of forms are incompatible, the courts will have to identify whether there is a contract. Hertford Foods Ltd v Lidl UK
If the courts cannot find an offer and acceptance in the battle of the forms the courts have 3 possibilities:	1) The contract is made on the terms of the party whose form was put forward 1st. 2) The contract is made on the terms of the party whose form was put forward last 3)There is no contract at all.
Butler Machine Tool co ltd v Ex-cell O Corp	Lord Denning: No contract may be found where the second set of terms is so different that the offeree 'ought not to be allowed to take advantage of the difference unless he draws it specifically'.
Adams v Lindsell	Acceptance occurs as soon as the letter has been posted
Henthorn v Fraser	Wherever the parties are communicating overseas, it is likely to be reasonable to use the post, even if the offer has been made in some other way. 'The acceptance is complete as soon as its posted'.
Holwell Securities Ltd v Hughes	The offer required the acceptance to be given by 'notice of writing' to the offeror. Held that this formulation meant that acceptance would only take effect when received by the offeror. Displaces the postal rule.
Quenerduaine v Cole	Held: that an offer made by telegram required an equally speedy reply.
Household Fire and Carriage Accident Insurance co v Grant	Held: That acceptance is still effective to make a contract, even if it is lost in the post.
Entores v Miles Far East Corp.	Areoplane over river example. Acceptance must be heard. In instananeous communication it is generally up to the person sending the communication to ensure that the message gets through. BUT if the reason of the failure to communicate is clearly the fault of the recipient , then he will still be bound.
Brogden v Metropolitan Railway	You cannot accept a contract simply by deciding that you are going to do so.
Felthouse v Bindley	Uncle, nephew, horse & auction. Held: no contract as the nephew never communicated acceptance.
Carlill v Carbolic Smoke ball co	The court thought that the company could not expect that everyone should communicate their acceptance to the company. So acceptance by silence is permitted
The Brimnes	Held that acceptance was effective when it was 'recieved' on the charterers' telex machine during office hours, although it was not actually read till the following morning.
Brinkibon ltd v Stahag Stahl	Confirmed Entores v Miles Far east corp

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Offer and Acceptance

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	Created by chloe.crismani almost 11 years ago