No further steps anticipated Kills 1st offer Response that varies terms of the offer Means original offer

killed Counter-offer capable of acceptance Hyde v Wrench 1840 Kills offer Offer still stands Merely getting clarification of offer terms may not kill the offer Stevenson v McLean 1880 Request for info Has Offer been made Rejection Counter-Offer Advertisements

"I accept" will form a contract Auctions, sale of land Wine merchant, wine list Not an offer to supply unlimited amount

Advertisements, shop displays

Generally not offers Graingers & Sons v Gough 1896

Other Responses

Intention

Examples Shop displays

Pharmaceutical Soc of GB v Boots '53

Goods offered by customer at counter, not by shop on shelves Herschell L, p.35 Lord Parker CJ, p.35 Display w/ price in window = merely invitation to treat

Fisher v Bell '61

Offer
Offer can only be accepted if it hasn't ended Offer only open for acceptance for a reasonable time Ramsgate Victoria Hotel v Montefiore 1866 Lapse of time Death Communicated Offeree must know of the offer R v Clarke '27 Offer not in contemplation when acceptance made Gave info to save self, unaware of reward Williams v Carwardine 1833 Dying woman gives info to clear conscience Identical offers cross in post Tinn v Hoffman 1873 Blackburn J, p.36 No agreement

But motives irrelevant

Death of either party will usually bring offer to an end Offord v Davies 1862 Generally offer can be revoked any time before acceptance has been communicated Byrne v van Tienhoven 1880 Dickinson v Dodds 1876 Revocation must be communicated Communication may be by 3rd party

Other Ways Offer Can End
Cross-offers Revocation Certain & complete

Causal link betwn offer and acceptance necessary for agreement

If you do this, I promise that Acceptance and performance simultaneous Only the offeror is bound When performance has happened, offeree has nothing left to do Intro

What responses can be made Mirror-image rule

Acceptance

Contains express terms of the contract Rejection Counter-offer Request for info Jones v Daniel 1894 Brogden v Metropolitan Ry 1877

Without adding anything new

Communication method may be expressly / impliedly dictated by offeror Rewards, sometimes tenders Carlill v Carbolic Smoke Ball Co 1893 Bowerman v Assoc. of British Travel Agents '96 Usually invitation to treat - danger of multiple acceptances Difficulty overcome if in unilateral form (Carlill) Consider rewards - usually only 1 acceptance is possible Usually not offers Can at least create some rights Can be if unilateral element Unilateral offer can result in bilateral contract Spencer v Harding 1870 2 people invited to bid One's bid: "101,000 higher than other side" Referential bid not allowed, defeated purpose Or at least unilateral aspect may control decisonmaking process Walking to York Stopping after they've started performing Brett J Great Northern Ry v Witham 1873 Normal rule: can revoke until communication of acceptance Can Revoke - Luxor The Law The Problem The Rule Offeror can expressly/impliedly require notice of acceptance to be communicated in order to be effective Provided the Offeror is clear in so doing Can Revoke Rule that right to revoke lost Implied 2nd unilateral offer Quantum Meruit Acceptance on commencement Errington v Errington Daulia v Four Millbank Option that doesn't work Theories of Revocation Ways that might work Instantaneous Communication Issue Revocation of Unilateral Offers Theories Accepting at Distance The Postal Rule Letters take time - possible for offeree to overtake acceptance letter by faster means of communication Problem of Withdrawal of Acceptance Letter Should strict postal rule apply to say there's a contract There's no binding authority in UK, other case law is divided Fax, e-mail, telex Denning L Entores v Miles Far Eastern Co. Ltd '55 Communication = Knowledge Need to establish that other party received communication Instantaneous telecom equivalent to face-to-face Against: Why should rule to protect Offeree punish Offeree if Offeror not harmed For: Not applying Postal Rule gives Offeree an effective option Intro No contract Harvela Investments v Royal Trust Co of Canada '85 Usually invitations to treat Can analyse as unilateral and then responses intended to be offers Tenders Important Cases Issues Intention to make offer Communication Last shot rule Adverts Silence isn't acceptance Belthouse v Bindley 1862 Offer accepted by conduct provided that such conduct can only be explained by acceptance of offer Brogden v Metropolitan Ry 1877 cf Inland Revenue Commissioners v Fry 2001 sending no more communications and acting as if a contract What is it Brinkibon v Stahag Stahl '83, HL Affirms Entores v Miles Far Eastern Co. Ltd '55 Denning L Communication = Knowledge Instantaneous telecom equivalent to face-to-face

One side deemed to have accepted 'last shot' by:

1. Agreement
07/01/2007 - v10

Conduct - Battle of the forms

Denning holistic approach

Look at all interactions

Butler Machine Tool v Ex-cell-O Corp '71 This analysis not supported

Conduct must be such that it's clear offeree intended to accept Mere performance doesn't necessarily lead to there being acceptance by conduct BSC v Cleveland Bridge & Engineering '84 Restitution Acceptance deemed communicated on posting

Blackpool & Flyde Aero Club v Blackpool Borough Council '90

Problem of non-instantaneous communication Rule of convenience

Unilateral Contracts

Can be expressly or impliedly overridden in offer

Adams v Lindsell 1818

Acceptance

Can justify risk of being unknowingly bound on Offeror as Offeror controls process

Luxor (Eastbourne) v Cooper '41 Denning LJ Goff LJ Errington v Errington '52

Household Fire & Carriage v Grant 1879

Daulia Ltd v Four Millbank Nominees '78

Can't Revoke - Errington, Daulia

Holwell Securities v Hughes '74 Buckley J, p.41

Manchester Diocesan Council for Education v Commercial & General Investments '70

No way to revoke after commencement of performance as ROL First offer - promise for full performance

2nd offer - implied that offeror will promise to keep 1st offer open once offer has commenced performance Offeror can revoke but then is in breach of 2nd contract Blackpool & Flyde Aero Club v Blackpool BC '90 Allow offeror to revoke but award offeree reasonable value for time/effort up to time of revocation

Double offer

So, to verify - call them up, or e-mail/fax again - check they rec'd it If Offeror sends by fax/e-mail and Offeree accepts by post, what to do No authority Try using Entores

Quantum Meruit

What if offer advertised Shuey v US 1875 How to guarantee the revocation reached minds of ALL people who read original offer

Method of Communicating Revocation

This work is based on the lectures of John Halladay and is licensed under the Creative Commons Attribution-NonCommercial-ShareAlike License. To view a copy of this license, visit http://creativecommons.org/licenses/by-nc-sa/2.0/

Result is no Mirror-Image acceptance Sometimes called cross-purpose mistake Mutual Mistake Wood v Smith 1858 Raffles v Wichelhause 1864 So no contract ever formed

Parties thinking differently Objective observer would see difference

C:\Documents and Settings\Matt\Desktop\Contract\2003\mmp\Agreement.mmp

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