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 Not an ‘agreement’ (perjanjian)

 A contract is legally binding


 Requires:
◦ Offer (Tawaran)
◦ Acceptance (Penerimaan)
◦ Consideration (Balasan)
◦ Intention to create legal relations (Niat untuk
mewujudkan perhubungan undang-undang)
◦ Capacity (Keupayaan)

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 Dealing with a normal business contract
 It is the basic foundation of any contract
 Does not require:
◦ Witnesses
◦ In writing
◦ Signature
◦ Guarantor
◦ Stamp duty

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S.2(a) Contracts Act 1950

When one person signifies to another his


willingness to do or to abstain from doing
anything, with a view to obtain the assent of
that other to the act or abstinence, he is said
to make a proposal

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 Appellants: company which publishes books.
Respondents: firm of printers.
 Contract: printing of school textbooks
 Letters exchanged: R submitted quotations, A
issued printing orders.
◦ Quotation  orders  confirmation  printing

 At which point in time was an offer made?


◦ Quotation / order ?

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 An offer must indicate a willingness on the
part of the offeror to become bound as soon
as it has been accepted by the offeree:
 S.2(a) Contracts Act 1950
◦ When one person signifies to another his
willingness to do or to abstain from doing anything,
with a view to obtain the assent of that other to the
act or abstinence, he is said to make a proposal

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Quotations
“We thank you for your enquiry and have the
pleasure in submitting our quotation for the
printing and supply of …”

“All prices quoted are at Nett, and subject to


final confirmation upon receipt of your
order.”

“We hope our quotation will meet with your


kind approval”

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Court held:
 Quotations never intended to be a binding
offer
◦ Nothing in the quotations showed “an intimation of
willingness … to enter into a legally binding
contract”
◦ It was merely a supply of information
 A response by R, to A, as to the price of books to be
printed
 Offer was constituted by the printing orders

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1. Offer must be valid at law
2. Offer can be made expressly, or impliedly
3. Must be communicated
4. Must be clear in meaning

Requirements of an offer 11
Offer itself must comply with the law

◦ otherwise, offer does not – cannot - exist

Requirements of an offer 12
 Offer did not comply with s.4(1) Hire
Purchase Act 1967 (Revised 1978)
◦ ie owner of goods required to give prospective hirer
a written agreement consisting of a summary of the
hirer’s financial obligations under the proposed
hire-purchase agreement

 “there could not be acceptance … of a non-


existent offer”
◦ The written offer signed by the defendant without
the condition precedent being fulfilled was not an
offer recognised by the Hire-Purchase Act

Requirements of an offer 13
S.9 Contracts Act

So far as the proposal … of any promise is


made in words, the promise is said to be
express. So far as the proposal … is made
otherwise than in words, the promise is
said to be implied.

Requirements of an offer 14
Preston Corp Sdn Bhd v Edward Leong

“An offer is an intimation of willingness by an


offeror to enter into a legally binding
contract. Its terms either expressly or
impliedly must indicate that it is to become
binding on the offeror as soon as it has been
accepted by the offeree.”

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S.4(1) Contracts Act 1950
“The communication of a proposal is complete when it
comes to the knowledge of the person to whom it is made”

S.3 Contracts Act 1950

“The communication of proposals … are deemed to be


made by any act or omission of the party proposing … by
which he intends to communicate the proposal … or which
has the effect of communicating it”

Requirements of an offer 16
 An offer that is not clear would be invalid
for uncertainty

Ahmad Meah & Anor v Nacodah Merican

D promised to build and give to P and his


daughter, a “house which must be a suitable
building”

Requirements of an offer 17
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 An indication of a willingness for an offer to
be made
 It is not a statement that is binding at law

Offer  Acceptance = contract

Invitation to treat  Offer  Acceptance

 Examples of ITT:
1. Display of goods
2. Advertisements

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Fisher v Bell
Display of a ‘flick-knife’ in shop window. Was it an
offence against s.1(1) Restriction of Offensive
Weapons Act 1959:

“ Any person who … sells or … offers for sale …any


knife which has a blade which opens automatically by
hand pressure applied to a button, spring or other
device in or attached to the handle of the knife,
sometimes known as a “flick knife” or “flick gun” …
shall be guilty of an offence …”

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Pharmaceutical Society of Great Britain v Boots

Customer enters pharmacy; chooses goods


on shelf; places in wire basket; goes to
cashier.

There were medication on shelves that were


controlled items.

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 Usually an ITT

Partridge v Crittenden
“Quality British A.B.C.R … bramblefinch
cocks, bramblefinch hens, 25s each” under
“Classified Advertisements”. S.6(1) Protection
of Birds Act 1954 “any person sells, offers for
sale or has in his possession for sale …”

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HOWEVER

 Advertisements can be an offer


 The wordings of the advertisement is
important
 Key issue: Was there an intimation of
willingness to be bound?
 Carlill v Carbolic Smoke Ball

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Advertisement
“£100 reward will be paid by the Carbolic
Smoke Ball Company to any person who
contracts the increasing epidemic influenza
colds, or any disease caused by taking cold,
after having used the ball three times daily
for two weeks, according to the printed
directions supplied with each ball. £1000 is
deposited with the Alliance Bank, Regent
Street, showing our sincerity in the matter.”

 Mrs. Carlill used the item as advertised

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 Advertisement
◦ made to the whole world
◦ Unilateral contract

 Was the advertisement an offer, or an ITT?


 Intention to be bound can be determined in
this case:
◦ £1000 is deposited with the Alliance Bank, Regent
Street, showing our sincerity in the matter.”
◦ Shows “intimation of being bound once accepted”

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In order for an offer to be revoked, two things
must be adhered to:

1. How to revoke
 i.e. the method of revocation
 S.6 Contracts Act 1950

2. When can revoke


 s.5(1) Contracts Act 1950

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s.6 Contracts Act 1950
A proposal is revoked –

a) By the communication of notice of revocation by the


proposer to the other party;
b) By the lapse of time prescribed in the proposal for its
acceptance, or, if no time is so prescribed, by the lapse
of a reasonable time, without communication of
acceptance;
c) By the failure of the acceptor to fulfil a condition
precedent to acceptance; or
d) By the death or mental disorder of proposer, if the fact
of his death or mental disorder comes to the
knowledge of the acceptor before acceptance.

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“…communication of notice of revocation by
the proposer to the other party”

 First issue:
◦ Can the communication of revocation be done by
someone other than the proposer?

“notice of revocation by the proposer”

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Dickinson v Dodds (1876)
On Wed, June 10, the D gave P a written offer
to sell a house for £800 “to be left over until
Friday, June 12, 9.00am”. On June 11, D sold
the house to a third party, Allan, for £800. P
was informed of this that evening by a fourth
man, Berry.

Before 9am on June 12, P handed to D a


formal letter of acceptance.

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James LJ:

“It is .. quite clear that before there was any


attempt at acceptance by the Plaintiff, he was
perfectly well aware that Dodds had changed his
mind … It is impossible, therefore, to say there
was ever that existence of the same mind
between the two parties which is essential in
point of law to the making of an agreement.”

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“…communication of notice of revocation
by the proposer to the other party”

“…communication of notice of revocation by


the proposer to the other party”

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 Second issue:
◦ When can the notice be effective/valid?

 To be read together with s.5(1) Contracts Act


◦ A proposal may be revoked at any time before the
communication of its acceptance is complete as
against the proposer, but not afterwards

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“By the lapse of time prescribed in the
proposal for its acceptance, or, if no time is
so prescribed, by the lapse of a reasonable
time, without communication of acceptance”

 What is reasonable time?


◦ Question of fact in each case

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“By the failure of the acceptor to fulfil a
condition precedent to acceptance”

 Some offers may have a condition precedents


to be fulfilled prior to acceptance
◦ Thus, if these conditions are not fulfilled, then the
offer is revoked

 Aberfoyle Plantations Ltd v Khaw Bian Cheng


◦ Required renewal of several leases relating to the
land being bought

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“By the death or mental disorder of proposer,
if the fact of his death or mental disorder
comes to the knowledge of the acceptor
before acceptance”

 If known prior to acceptance, then one cannot


accept
◦ Dickinson v Dodds – “offer cannot be accepted after
his death”
 No meeting of the minds

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Bradbury v Morgan
“Death does not in general operate as a
revocation, but only in exceptional cases and
this is not within them”

 “exceptional cases” = performance requires


personal service
 Note as well s.38(2) Contracts Act 1950
◦ “Promises bind the representatives of the promisors
in case of the death of the promisors before
performance, unless a contrary intention appears
from the contract”

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Always remember:

 s.6 is with regards to revocation of an offer


 When you revoke an offer is equally important
to ensure whether it is binding

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