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Offer and acceptance Case Partridge v Crittenden Carlill v Carbolic Smoke Ball Co Fisher v Bell Pharmaceutical Society of GB v Boots Harvey v Facey Harris v Nickerson Errington v Errington Reminder Advert selling wild birds Newspaper ad “Use smoke ball, catch flu, get £100 Flick knife in shop window Medicines on shop shelves “Lowest price for Bumper Hall Pen £900” Auction cancelled – sued for expenses Father bought house for couple. Promised to transfer if they paid mortgage. Widow refused Sale of farm – buyer tried to get price reduction Trying to buy a horse. “Assume it’s mine if I don’t hear from you” Acceptance faxed from Amsterdam to London Acceptance and revocation letters crossing in post Point of law Advert is an ITT not an offer Advert may be on offer to the world (rarely) Shop display an ITT not an offer. Display is an ITT. Point of sale is at counter Supply of information re selling price is not an offer Advert re auction was ITT to an offer – hence no contract Unilateral offer could not be revoked while consideration was executory Counter offer revokes original offer Silence cannot be acceptance Valid when received and read in London Revocation of offer only effective when received and read. Acceptance valid when posted.
Hyde v Wrench Felthouse v Bindley Entores v Miles Far Eastern Byrne v Van Tienhoven
Interest was due Promissory estoppel. Producers put in replacement Opera singer 3 days late for rehearsals Employee said exclusion clause only applied to beads and sequins Failing to attend was breach of condition – gave right to rescind Attendance at all rehearsals was a warranty – breach gives right to damages. Variation freely offered with no coercion – could not go back on offer Contract terms and exclusion clauses Poussard v Spiers & Pond Bettini v Gye Opera singer ill at start of run. Reminder Tenant decorating house Witness promised money to give evidence – already subpoena’d Police requested to subdue picketing strikers Sailors mutinied – others offered a rise to stay More sailors mutinied – others offered a rise to stay Sub-contractor offered a bonus to finish on time Lender agreed delayed repayment schedule with no interest Landlord offered to reduce rent on high rise flats in WW2 Point of law Past consideration is no good No consideration – promise was already legal obligation Police had done more than normal obligation – consideration was supplied No consideration – rise was not enforceable Extra duties were consideration – rise was enforceable Avoidance of penalty for the main contractor was consideration for the bonus No consideration for variation of contract.Consideration Case Re McArdle Collins v Godefroy Glasbrook Brothers v Glamorgan CC Stilk v Myrick Hartley v Ponsonby Williams v Roffey Brothers Foakes v Beer Central London Property Trust v High Trees House Intention Balfour v Balfour Jones v Vernon Pools Husband went to Ceylon – promised to support wife “Contract binding in honour only” Domestic agreement – presumed no intention to create legal relations Presumption in commercial contracts is that legal relations are intended – but it can be rebutted. not rescission Misrepresentation rendered the exclusion invalid Curtis v Chemical Cleaning Co .
Homeowner refused to pay No wages due – part performance is no good No amount payable for building. Acceptance could not be freely given. War broke out Ship chartered out then sold before start of charter No quantum meruit as customer had no choice about accepting Immediate action for anticipatory breach was allowed Injured party can carry on regardless and sue for full price War frustrated contract. They excluded liability for everything. Asked for part of price Tour courier cancelled trip well in advance. Sale was 5 years ago – too late – delay defeats equity Performance Cutter v Powell Sumpter v Hedges Sailor died part way into journey. Names on bins. Captain refused to pay wages House part built. Misrepresentation was innocent so rescission was only possible remedy. Could deduct cost to finish to spec Hoenig v Isaacs Discharge by breach Sumpter v Hedges Hochster v de la Tour White and Carter (Councils) v McGregor Avery v Bowden Builder half built house. Had to pay as performance substantially completed.not frustration. The events were avoidable by the owner . Lost right to sue Omnium D’Enterprise v Sutherland Anticipatory breach . Train too long for platform – woman fell off Notice in hotel bedroom denied liability for loss Securicor night watchman set fire to building Exclusion clause was adequately communicated Olley v Marlborough Court Photo Productions v Securicor Not effective – communicated after contract was made Exclusion clause was effective Misrepresentation Leaf v International Gallery Sale of fake Constable Mistake was not operative. Client cancelled order before work done Shipping contract cancelled in advance. Asked for quantum meruit House refurb largely completed but not exactly to spec. Wronged party opted to continue and sue for full price. Builder went bust.Thompson v LMS Railway Rail ticket referred to standard conditions.
. Company not liable on contract as did not exist when contract made. Owner bound on contract. Pub owner refused to pay Lonely. Penalty clauses not upheld. Solicitors acted for client who had gone insane. GNR v Swaffield Kelner v Baxter Yonge v Toynbee TORT Donoghue v Stevenson Bourhill v Young Decomposed snail in ginger beer. Delay in fixing lead to great loss of business Delay in completing contract led to huge cost from lost business Beauty contestant wrongly excluded from contest Loss much bigger than contract allowed for Contract proscribed fixed damages for trivial breaches Holiday not as good as described in brochure Contract stopped Bette Davis working for other film companies Point of law Remoteness of damage – not foreseeable – couldn’t sue. Agency by necessity. Great upset after drinking Woman heard crash – looked out at messy accident . Owner refused to pay Promoters bought wine on behalf of company not yet formed. Case established negligence.Remedies for breach of contract Case Hadley v Baxendale Victoria Laundry v Newman Industries Chaplin v Hicks Cellulose Acetate Silk v Widnes Foundry Ford Motor Co v Armstrong Jarvis v Swan Tours Warner Bros v Nelson Reminder Broken mill shaft. Solicitors liable for breach of warranty of authority. No duty of care. Implied agency.miscarried Duty of care despite no contract. Only sue for actual loss Could sue for disappointment and distress Injunction illustration AGENCY Watteau v Fenwick Pub manager ordered cigars despite specific orders not to. Only liable for reasonably foreseeable damages Difficult to assess damages but plaintiff still entitled Damages fixed at level proscribed in contract. Owner had to pay. Promoters personally liable Insanity ended agency. too remote. GNR arranged stabling. unaccompanied horse in station.
Partner gave verbal assurance to buyer that accounts were OK. Firm liable for negligent misstatement due to direct comment. Revenue tried to assess benefit at average cost Vision mixer worked for many employers for short time “Cost” in legislation interpreted as average cost. Employer playing with explosives – blown up not liable. Less care required if urgent objective. Blind person falling down marked hole in road Fireman injured while dashing off to blaze. ICI v Shatwell Explosive brothers. EMPLOYMENT Pepper v Hart Teacher sent child to school at reduced fee.Hedley Byrne v Heller Ad agency gets positive reference from banker of potential client. House of Lords used Hansard to help Self employed Hall v Lorimer COMPANY Salomon v Salomon Company financed by owner mainly by secured debt. Company insolvent. Whole group viewed as owner DHN Food Distributors v Tower Hamlets . Blinded by freak shard. Must take into account potential susceptibility. Liable if reasonably expect others to rely on your statement Caparo Inds v Dickman Caparo took over Fidelity relying Auditors normally only liable to on info in audited accounts. Willingly Volenti non fit injuria. More care supplied. Compulsorily demolished Allowed. Company separate legal person. Owner claimed security Group company traded from premises owned by other group company. required given potential seriousness Freak cricket shot hit ball out of ground injuring passer by. These those to whom their opinion is turned out to be in error directly communicated. Shareholder could also be secured creditor Compensation payable both for building and loss of trade. LEB negligent. Club not liable. Highly unlikely accident. Authority not liable Haley v LEB Watt v Herts CC Paris v Stepney BC Bolton v Stone ADT v Binder Hamlyn One eyed mechanic – no goggles Employer liable. Bought and lost money. Client then goes bust owing money Negligent mis-statement.
Articles said “Eley Co solicitor for life”. Co refused to pay. Co must pay. Shareholder sued company over dispute Articles allowed 1 vote per share up to max of 100. Eley v Positive Life Re New British Iron Dafen Tinplate v Llanelli Steel Sidebottom v Kershaw Leese Bushell v Faith Freeman & Lockyer v Buckhurst Park Panorama Developments v Fidelis Furnishings . Had to go to arbitration Articles binding on company. 2 tried to sack 3rd Director described himself as MD. £1. Not for benefit for company as whole Allowed. Could not sue Articles can be used to flesh out existing contract. Large holder passed some shares to nominee. Although bad for 1 shareholder.000 binding Not allowed. Veil lifted to reveal other company as enemy Ebrahimi v Westbourne Galleries Hickman v Kent Sheepbreeders Pender v Lushington Court agreed just and equitable winding up as quasi partnership Articles binding on shareholder. Used them personally. Made contract. Co had to pay. Sued for breach Articles stated directors to be paid £1. Had to count votes Rayfield v Hands Articles binding shareholder v shareholder. Not paid Proposed change of articles to allow directors to buy out any shareholder Proposed change of articles to allow directors to buy out any shareholder competing with co 3 equal shareholder / directors.Gilford Motor Co v Horne Mechanic’s contract banned approaches to old customers after leaving job. Co refused to pay Not allowed. Sacked. Company a “sham” merely to avoid contract obligation Daimler v Continental Tyre and Rubber No breach. English company withdrew 2 shareholders (60%) expelled other shareholder as director Articles said disputes must go to arbitration. Co secretary hired cars claiming for co use.000pa. Directors obliged to buy Articles don’t make contracts between company and 3rd party. would benefit co as a whole Couldn’t sack him. Secretary has apparent authority to bind co in admin contracts. Chairman wouldn’t count votes Articles said that selling shareholders must offer to directors who would buy at fair price. Wrote out from new limited company instead 1916 contract between 2 British companies – one with German shareholders. Articles said attacked director got treble votes. Any vote would fail 2:3 Director held out as MD has apparent authority to bind co.
the proper plaintiff is the co Foss v Harbottle . Shareholder selling. If wrong is done to a co. Accountant should have known better. Directors bought knowing share price would rise soon Minority shareholders bringing action against director / majority shareholder who defrauded co Liable for breach of duty to use skill and care.Dorchester Finance v Stebbing Percival v Wright Experienced accountant / director signed blank cheques. Directors OK. Colleague stole large sum. Duty owed to co as whole not to individual shareholders They failed.
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