PART A

Jessy, a 17 years of age, obtained a credit of RM 8,000 in May 2017 from her uncle, Johnny
to purchase a cruiser for her sibling, James a 15 years of age for him to ride to class. She
obtained the credit by executing a promissory note to pay the advance in January 2019. On
fifteenth May 2017, she purchased another bike from Tommy; the sales representative from
AB Motor Sdn. Bhd. Tommy had guaranteed Jessy of the magnificent nature of the bike to be
convey to her home on eighteenth May 2017. The bike was convey to her home in Melaka on
the concurred date and got by James while she was away in Kuala Lumpur going to her
companion's birthday party. When she returned home two days after the fact, she found that
the cruiser was not in red as what she requested before and as indicated by James the bike
neglected to work not surprisingly. Jessy was disillusioned and requested that Tommy
supplant with another new bike or discount her cash back. Tommy denied and revealed to her
that once James got the products by marking the receipt, his organization would not be
dependable to any of her misfortune.

Based on the situation, the offeree is Jessy and the offeror is Tommy who is the salesman of
AB Motor Sdn. Bhd. The elements of contract potrayed here are rather vague and it could be
approached in various legal manners. Elements of contract which are highlighted in this
particular situation is, offer, acceptance, the intention to create legal relation and so on.

One of the issues which can be extracted from this situation is whether there was an intention
to create a legal relation. The Law perceives that frequently the gatherings don't plan to make
a legitimately restricting contract. The law consequently says that there must be an aim to
make legitimate relations and make a refinement amongst social and household assentions
where the presumption is that there is no expectation to make lawful relations and business
and business understandings where the law accept that the gatherings plan the consent to be
legitimately authoritative in the name of the law. As we take a legal approach on the break
downs of the situation, we can see that there was definitely an intention to create a legal
relation as Jessy purchased the motorcycle from Tommy, the salesman in common view of
buying the goods which is legally bound.
 Based on the case, Philip Bell Booth Capping Corp Ltd v Navaratnam a/l Narayanan, in
2002, the appellants had sought the assistance of the respondent for an introduction to key
high personnel in the Kuala Lumpur Convention Centre (the KLCC) with the aim of
securing a project to construct the largest Aquarium Exhibition in Malaysia (the Aquaria
project) in the KLCC. As consideration for the respondents assistance and efforts in
securing the introduction to embark on the Acquaria project for the appellants, the respondent
was to be awarded a 5% shareholding in Aquawalk Sdn Bhd (Aquawalk), a company
owned by the second appellant. On 18 April 2002, the respondent had introduced the first
appellant to the CEO of KLCC. Consequently, the respondent commenced a suit against the
appellants and Aquawalk for breach of agreement and sought, inter alia, a declaration that the
appellants perform all acts necessary for the transfer of the 5% shares owned by the second
appellant in Aquawalk to the respondent and general damages and in the alternative the total
value of the 5% shares in Aquawalk from the date of the opening of the Aquaria project and
costs. The trial judge opined that based on the totality of the evidence, which included the
various meetings and the exchange of emails between the first appellant and the respondent,
there was a valid contract between the parties. The High Court thus entered judgment for the
respondent and ordered general damages to be assessed. Hence the present appeal wherein
the appellants submitted that there was no consensus ad idem between the appellants and the
respondent. It was the appellants contention that the first appellant made numerous offers to
the respondent regarding the consideration he was to be paid upon his fulfilling his obligation
under the agreement but that these offers had never been accepted by the respondent. In
response, the respondent submitted that the trial judge was right in deciding that the
appellants had made a subsequent offer to award 5% equity of Aquawalk to the respondent,
which had been accepted by him. The respondent thus contended that the appellants had to
honour their obligations when he had completed his services by securing the Aquaria project
for them. Court of Appeal held that It is trite that in order to prove there was a contract
existing between the parties, the respondent should first prove that there was an offer made.
However, based on the correspondence between the parties and the chronology of events set
out by the parties it was clearly obvious that every time the first appellant made an offer to
the respondent, the latter rejected the offer or put up another counter-offer. Therefore, there
could be no concluded binding contract between the parties. The trial judge was perfectly
correct in concluding that there was no dispute that the respondent had performed his
obligations under the agreement, and that what had become contentious was the consideration
for the services rendered. However, there was no dispute at all. Based on the documentary
evidence and oral evidence of the first appellant in court it was quite clear that there were two
matters between the parties, namely the 5% shares consideration for the respondents
introduction to key personnel in KLCC and the consideration for the introduction of investors
in Aquawalk. However, the appellants were attempting to argue that because there was no
agreement as to the consideration for the introduction of investors in Aquawalk, the 5%
shareholding introduction consideration agreement had also been superseded by the non-
agreement for the consideration of the investors introduction exercise to be undertaken by the
respondent. As such, the trial judge had given ample judicial appreciation of the totality of
the evidence in the context of the pleadings and it was unnecessary that an appellate court
should intervene with the trial courts decision.

Cross referencing to another foreign case (UK) of Chukwu & Anor v Iqbal. In July 1982 the
plaintiffs were looking for accommodation. They heard of premises at No 37 Deal Road,
Tooting, through a friend. As a result Mr Chukwu went to the premises and saw a Mr Raja,
who was, he thought, a caretaker. He was shown a ground floor room and told to get in touch
with the defendant, Mr Iqbal. Mr Iqbal owned the property and had acquired it on mortgage.
At the interview with Mr Raja Mr Chukwu agreed to take the room for 18 a week, but when
he saw Mr Iqbal he was told by Mr Iqbal that the downstairs room was taken and that he
could have the first floor room with the use of the kitchen, bedroom and lavatory at 20 per
week, including electricity and gas. As a result the plaintiffs moved in on 8th July 1982, and
they paid rent thereafter at 20 a week. At that time, when they moved in, the plaintiffs say
that there were in the house a number of tenants, particulars of whom Mr Chukwu gave in
evidence, but the plaintiffs' evidence was that the defendant was not living there at the time
they made their agreement in July to take a tenancy of the premises -- whether one looks at
the interview with Mr Raja or at the date of the interview with Mr Iqbal himself. The
plaintiffs say that in fact the defendant, Mr Iqbal, did not move into the premises until
December 1982. These proceedings are the consequences. The case was heard by Judge
Goodman over several days, and he gave a full and careful judgment. His order was that Mr
Iqbal pay to the plaintiffs 250 by way of damages for unlawful eviction and breach of
contract; $250 exemplary damages for distress; and $400 by way of damages in lieu of the
value of the various items of personal property missing or lost. From that decision the
defendant appeals. The grounds of the appeal against those orders, as set forth in the notice of
appeal, are these. That the judgment was against the weight of the evidence and the Learned
Judge improperly rejected the Defendant's evidence while there was sufficient evidence that
the Defendant was a resident Landlord and that the contract had been made between him and
the Plaintiff and not by an agent of the Defendant. That on the Plaintiff's own evidence it was
disclosed that the contract was tainted with illegality whereby he had waived his statutory
right, to secure a tenancy with the knowledge that the Defendant intended to defraud the
revenue. As stated in Carlill v Carbolic Smoke Ball Co. The court held that a reasonable man
would construe from the money deposited that there was an intention to create legal relation
bounded.

On the second issue, is whether the terms of the contract have been breached. As we can see
in the situation, Jessy bought the motorcycle from Tommy. Although there was no
negotiation made after the acceptance but As such, it could be argued that Jessy has not made
an offer; she has simply initiated the negotiation process. Moreover, a case could be made
that all that has been agreed to here, is a proposal to enter into a contract at a later date. It is
well established that the courts will not enforce agreements to negotiate' In Courtney &
Fairbairn Ltd v Tolaini Brothers (Hotels) Ltd (1975), Lord Denning MR said no court could
estimate the damages because no one can tell whether the negotiations would be successful or
would fall through: or if successful, what the result would be.' Under these circumstances, no
legal obligation arises and either party may disregard the proposal with impunity.

Acceptance must be unequivocal and unconditional as demonstrated by Society of Lloyds v

Twinn (2000). Acceptance of an offer can be communicated in writing, orally or inferred
from conduct. Brinkibon Ltd v Stahag Stahl (1983) held that in cases of face-to-face
conversation, as is the case here, acceptance takes effect when and where it is actually
brought to the attention of the offeror. Thus the court could find that agreement was reached
at this point as we are told that Sean promised not to sell the guitar to anyone else until the
agreed deadline so that Anne could attempt to raise the money. Furthermore, In Walford v
Miles (1992) and Pitt v PHH Asset Management Ltd (1994), the court held that purely
negative lock-out agreements could be enforceable if they were made with good
consideration and covered a fixed period of time but not otherwise. Could this be construed
as a lock-out agreement? Has Tommy provided good' consideration?
It is a well established legal principle that the courts will only enforce a promise where the
promisor receives some benefit in return for having made the promise. The premise behind
consideration is reciprocity meaning each party must promise to give or do something for
the other. The traditional view of consideration as set out in Currie v Misa (1875) is that
valuable consideration, in the sense of the law, may consist either in some right, interest,
profit, or benefit accruing to the one party, or some forbearance, detriment, loss, or
responsibility, given, suffered or undertaken by the other.' However, the courts now favour
Sir Frederick Pollock's definition in Principles of Contract (1950) that consideration is an act
or forbearance of one party, or the promise thereof, is the price for which the promise of the
other is bought, and the promise thus given for value is enforceable' as approved in Dunlop
Pneumatic Tyre Co Ltd v Selfridge & Co Ltd (1915). There was a definite need for this
evolution and the modern definition is particularly relevant in this scenario because where
simple contracts are concerned, the law can now enforce bargains. Consequently,
consideration is the price that one contributes towards a bargain. Both definitions use the
word forebearance, which indicates that the actual transaction does not have to have
occurred. In Chappell & Co Ltd v Nestl Co Ltd [1960] it was held that even the most
worthless items can be good consideration. Therefore, Anne's promise of a money payment in
the future should be sufficient consideration to convert the agreement into a binding contract
as executory consideration does create a valid and enforceable contract.

In Courtney and Fairbairn Ltd v Tolaini Brothers (Hotels) Ltd (1975), Lord Denning MR said
'no court could gauge the harms in light of the fact that nobody can tell whether the
transactions would be effective or would fail to work out: or if fruitful, what the outcome
would be.' Under these conditions, no legitimate commitment emerges and either gathering
may slight the proposition with exemption.

Be that as it may, the court may take an option see and acknowledge that Anne did in reality
make an offer. The thing to ask is would a sensible eyewitness think an understanding has
been made on specific terms? Anne could contend that the terms of her offer were adequately
evident since a particular cost of 250 was set up and a positive due date for installment was
set. What's more, her lead exhibits that she proposed the announcement to be official. In the
event that the court concurred, it would then consider whether Sean had acknowledged the
offer. Acknowledgment must be unequivocal and unlimited as exhibited by Society of Lloyds
v Twinn (2000). Acknowledgment of an offer can be imparted in composing, orally or
derived from lead. Brinkibon Ltd v Stahag Stahl (1983) held that in instances of up close and
personal discussion, similar to the case here, acknowledgment produces results when and
where it is really conveyed to the consideration of the offeror. Therefore the court could find
that understanding was come to now as we are informed that Sean guaranteed not to pitch the
guitar to any other person until the concurred due date with the goal that Anne could
endeavor to raise the cash. Besides, In Walford v Miles (1992) and Pitt v PHH Asset
Management Ltd (1994), the court held that absolutely negative bolt out understandings
could be enforceable in the event that they were made with great thought and secured a
settled timeframe however not something else. Could this be understood as a bolt out
understanding? Has Jessy given "great" thought?

It is a settled lawful rule that the courts will just authorize a guarantee where the promisor
gets some advantage as an end-result of having made the guarantee. The commence behind
thought is correspondence meaning each gathering must guarantee to give or help out the
other. The customary perspective of thought as set out in Currie v Misa (1875) is that
'significant thought, in the feeling of the law, may comprise either in some right, intrigue,
benefit, or advantage gathering to the one party, or some avoidance, disservice, misfortune, or
obligation, given, endured or embraced by the other.' However, the courts now support Sir
Frederick Pollock's definition in Principles of Contract (1950) that thought is 'a
demonstration or abstinence of one gathering, or the guarantee thereof, is the cost for which
the guarantee of the other is purchased, and the guarantee in this way given for esteem is
enforceable' as affirmed in Dunlop Pneumatic Tire Co Ltd v Selfridge and Co Ltd (1915).
There was a clear requirement for this development and the advanced definition is especially
significant in this situation since where straightforward contracts are concerned, the law
would now be able to implement deals. Thusly, thought is the "value" that one contributes
towards a deal. The two definitions utilize the word forebearance, which demonstrates that
the genuine exchange does not need to have happened. In Chappell and Co Ltd v Nestl Co
Ltd [1960] it was held that even the most useless things can be great thought. In this way,
Anne's guarantee of a cash installment later on ought to be adequate thought to change over
the understanding into a coupling contract as executory thought creates a substantial and
enforceable contract.
Co-relating this with a Malaysian case, Prestige Dynamics Industries Sdn Bhd v Clariant
Masterbatches (M) Sdn Bhd. Based on the said PO, it was clear that what the appellant had
specifically ordered from the respondent were products that were free of hazardous
substance. The further requirement to include a test report for hazardous substance with every
delivery underscores the importance of knowledge of specific chemical composition of the
said product, to ensure that they do not contain any hazardous substance. The respondent had
accepted the said PO with the acknowledgment; hence the respondent was contractually
obliged to supply the said product in accordance with the terms in the said PO. The learned
judge was clearly in error in shifting the burden on the appellant to insist that the respondent
comply with the obligation

It was not disputed that no such test report was supplied to the appellant. Thus, it stood to
reason that the appellant was unaware of the specific chemical composition of the said
product, including that the said product contains hazardous substance. In the absence of
knowledge that the said product supplied by the respondent contained hazardous substance,
the appellants acceptance of the said product could not amount to a waiver of the
respondents breach of the express term in the PO. Further, the appellant had adduced
sufficient documentary and oral evidence to prove its damages.