Agreement I

Offer
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Elements of a valid contract

Agreement - Offer + Acceptance

Intention to create legal relations
Consideration

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Definition of an Offer

An offer is an expression of willingness to

contract on specified terms made with the
intention that it is to become legally binding as
soon as it is accepted by the person to whom it
is addressed
Treitel

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Criteria for a valid Offer

A valid Offer must be:

1. clear and certain
Gibson v Manchester City Council [1979] c.f.
Storer v Manchester City Council [1974]
2. communicated
and must :
3. show intention to enter into a legal relationship
(objectively ascertained)
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Distinguishing an Offer from an Invitation to Treat

Auctions (generally ITTs)

Payne v Cave (1789)
But without reserve auctions?
Barry v Davies [2000]

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Distinguishing an Offer from an Invitation to Treat

Invitations to Tender (generally ITTs) (industry)
Spencer v Harding (1870)
Case law exceptions
Blackpool &Fylde Aero Club v Blackpool BC [1990]
Harvela Investments Ltd v Royal Trust Co. of Canada
[1985]

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Distinguishing an Offer from an Invitation to Treat

Advertisements (generally ITTs)
Partridge v Crittendon
But two exceptions:
i) Clear and certain adverts by manufacturers with
limitless supplies
Grainger v Gough
ii)
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Unilateral Offers

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Exception to Adverts rule : Unilateral Offers

Definition of a Unilateral Offer?

An offer prescribing performance of a specified act as acceptance
Carlill v Carbolic Smoke Ball [1893]
Lefkowitz v Great Minneapolis Surplus Store (1957)
All offers must be clear and certain and show intention to be bound
John D.R. Leonard v Pepsico Inc. (US)1999

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Offers must be communicated

Communication may be
Written
Spoken
Conduct
Taylor v Laird 1856

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Termination of an offer
An offer remains open until it is terminated or accepted
Termination may occur by :
i) rejection
ii) revocation
iii) lapse

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Rejection of an Offer
Rejection by Counter Offer
An attempt to accept an offer on new terms
Terminates the original offer
Hyde v Wrench (1840)
Often leads to Battle of the Forms
Butler Machine Tool v Ex-Cell-O [1979]

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Requests for further information

Requests for information
mere enquiry
using tentative language
about a matter ancillary to the offer
do NOT terminate the offer
Stevenson Jacques v McLean (1880)

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Lapse of the offer

An Offer may lapse through:
Passage of Time:
Ramsgate Victoria Hotel Co v. Montefiore (1866)
Death as long as offeree is notified before
acceptance:
Bradbury v Morgan (1862)
Non-fulfillment of a condition:
Financings v Stimson [1962]
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Revocation
Rules of revocation
When
Any time before acceptance
Payne v Cave (1789)
How
Must be communicated to Offeree
Byrne v Van Tienhoven (1880)
Can be communicated by 3rd party
Dickinson v Dodds (1876)
But note Treitels critiscism

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Revocation of Unilateral Offer

When?
Before complete performance in principle
GNR v Witham (1873)
Equitable exception
Errington v Errington & Woods (1952)
Equitable exception further discussed
Daulia v Four Millbank Nominees Ltd [1978]
Revocation of unilateral offer in adverts?
The offer is to all the world
Revocation must be given equal notoriety
Shuey v USA (1875)
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Next Lecture

Agreement II - Acceptance

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