WEEK 3

LECTURE 4

OFFER

1. AN OFFER CAN BE EXPRESS OR IMPLIED

• Express offers involve (i) spoken words, or (ii) written words
• Implied offers involve only conduct

2. AN OFFER CAN BE MADE A SPECIFIC PERSON (SPECIFIC OFFER), OR IT CAN BE MADE

TO THE WORLD AT LARGE (GENERAL OFFER/UNILATERAL OFFER)

3. LEGAL RELATIONSHIP IS REQUIRED

• The offer MUST be capable of creating a legal relationship
• FOR EXAMPLE: You invite your friend over to watch a movie with you. Your friend says
that he/she can. However, your friend does not come. This does not amount to a
contract because it doesn’t create a legal relationship
• In this case, there would be an agreement — without an intention to create legal
relations.
• The difference between an agreement and a contract is that the latter creates legal
obligations on the parties involved.

4. THE TERMS OF THE OFFER MUST BE CERTAIN, DEFINITE, AND UNAMBIGUOUS

• FOR EXAMPLE: If you tell someone that you will pay them “some money” if they bring
you 10 pairs of shoes, then it is not a contract.
• The term “some money” is ambiguous

VAGUENESS

R v CAE Industries Ltd (Canada; Federal Court of Appeal, 1985)

• FACTS: CAE Industries wished to take over and run an aircraft maintenance base
no longer required by Air Canada and the Government of Canada. An agreement
was made, which contained many vague statements, but essentially stated that
although the base usually generated 700 thousand man-hours per annum, the
Government could not commit to guaranteeing more than 40-50 thousand.
Nonetheless, they would use their “best efforts” to increase this number. The
contract was formed. However, the hours fell below 40 thousand and CAE sued for
breach. They were successful at trial, which the Crown appealed.
• ISSUE: Are the terms in the contract so uncertain that they render the contract
unenforceable?
• HELD: The parties definitely intended to enter into a contract — particularly
because they acted as if they did until the respondent brought this action (part
performance as per Foley).
• The onus is on the Crown to prove that the parties did not intend to enter into a
contract and they failed to prove this.

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 • Justice Stone then carefully scrutinizes all of the “uncertain” clauses cited by
the Crown and determines that none of them are so vague as to render no
meaning to the contract.
• He states that in business relationships, the courts must make every effort to
interpret vague terms and determine their intended meaning at the time the
contract was formed.
• He determines that the Crown guaranteed a certain amount of work, and this
was not provided. Therefore, the Crown breached the contract.
• R ATIO: In business relationships, the courts will make every effort to apply definite
meaning to vague terms in a contract so as not to render it unenforceable.
• This is especially true if it is obvious that the parties intended to enter into a
binding relationship, or if there was part performance.

INCOMPLETE TERMS

May & Butcher Ltd v R (HL, 1929)

• FACTS: May & Butcher wanted to buy surplus tentage from the Disposals Board. In
June of 1921, the Board defined terms of agreement:

1. The Board agrees to sell (and May & Butcher agree to purchase) all old tents;
2. The price and dates on which payment will be made shall be agreed on by the
parties as the tents become available;
3. Delivery shall be taken as agreed upon by the parties; and
4. All disputes will be submitted to arbitration

• May & Butcher made a deposit of £1,000 as security. On 7 January 1922,

referred to verbal negotiations for an extension of the agreement and confirmed
sale of the tentage (which would be available up to 31 March 1923.
• The control of the Disposals Board changed at this time and the Board refused
to deliver specifications to May & Butcher or to allow them to inspect the
goods.
• As May & Butcher insisted on this, the Board no longer considered itself bound
by the contract and May & Butcher sued for breach. May & Butcher were
unsuccessful in the lower courts.
• ISSUE: Were the terms of the contract sufficiently defined to constitute a legal
binding contract between the parties?
• HELD: No contract existed since part of contract was undetermined, specifically the
price. An agreement to enter into an agreement is not a contract.
• Section 8 of the Sale of Goods Act provides for a price to be fixed in the future,
but Section 9 holds that if the price cannot be fixed by a third party, no
agreement is formed. Therefore, being unable to fix between the parties and
having a third party being unable to fix the price are the same.
• On arbitration, Buckmaster agrees that if there was an agreement, it would have
to go to arbitration, but as the agreement has been found not to exist, there is
nothing binding on the parties.

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 • As for the argument of May & Butcher that the deposit was to secure them
delivery of further parcels of tentage as it became available, Buckmaster finds
that the deposit was really to ensure performance under the contract, and as no
agreement was formed, this argument fails.
• R ATIO : (1) A term yet to be determined means that there is no contract if it is an
essential term; it is simply an agreement to agree and is not enforceable; and (2)
The court cannot read terms into an incomplete contract.

Hillas & Co Ltd v Arcos Ltd (HL, 1932)

• FACTS: Hillas & Company were merchants purchasing timber from Arcos. They
reached an agreement to purchase 22,000 standards of timber, under the specific
condition that they should also have the option of entering into a contract with
Arcos to purchase 100,000 standards the following year with a 5% reduction on
price. Arcos refused to sell them the 100,000 standards the following year. Hillas
sues for breach of contract.
• ISSUE: (1) Was the term negotiating the future sale a condition of the contract; and
(2) Can you make a contract to enter into another contract?
• HELD: It is a binding contract
• There was a binding contract for the subsequent sale of 100,000 standards. This
term indicated more than an agreement to make an agreement, and was an offer
that merely had to be accepted by Hillas & Co.
• The only thing that had to be negotiated was the price, but this was because
prices change yearly. In his judgment, Wright says that “words are to be
interpreted so that subject matter is preserved not destroyed” (a legal realist
position focusing on the intention of the parties)
• R ATIO : (1) A contract to negotiate is enforceable; and (2) The courts should
intervene to determine the terms of an agreement through context and intentionality
of the parties.

Foley v Classique Coaches Ltd (EWCA, 1934)

• FACTS: Foley owned a gas station. He sold a piece of land attached to the filling
station to Classique Coaches to use for their business on the condition that they
purchase all of their gas from Foley for as long as he can supply it. There was no
indication of price in the contract. However, there was a clause stating that any
arguments should be settled by arbitration. After three years, a lawyer for Classique
Coaches claimed that because there was no stated price, the contract is not valid, at
which point Classique Coaches began purchasing gas from other suppliers, and
Foley sued for breach. Foley was successful at trial which Classique Coaches
appealed.
• ISSUE: Does the fact that no price is quoted mean that the contract was void for
uncertainty?
• HELD: There was a binding contract
• Lord Scrutton struggles to fit together the precedents of May & Butcher Ltd v R
and Hillas & Co Ltd v Arcos Ltd. Holding that each of these cases was decided

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 on the facts, he notes that the two parties acted for three years as if there was a
contract, so Classique Coaches cannot simply decide not to adhere to it all of a
sudden.
• Further, if there was an issue with the price, it should have been settled by
arbitration as was laid out in the contract — Classique breached the contract by
going to other vendors.
• R ATIO : (1) An agreement to make an agreement does not constitute a contract; (2)
The wrongful repudiation of a contract by one party relieves the other party from
the performance of any conditions of the contract; and (3) Past performance will
indicate that a contract is binding (reliance interest).

AGREEMENTS TO NEGOTIATE

Empress Towers Ltd v Bank of Nova Scotia (BCCA, 1990)

• FACTS: Empress Towers and Bank of Nova Scotia had a twelve-year lease
agreement, which was about to expire. The agreement stated that the price of rent
for a renewed contract would be the prevailing market rate, conditional on the
“mutual agreement” of landlord and tenant, and that in the absence of agreement,
the contract could be terminated by either party.
• Unfortunately, an employee of Empress Towers had been robbed in a branch of
Bank of Nova Scotia of $30,000 and Empress Tower’s insurance had paid only
$15,000. This robbery was no fault of the Bank of Nova Scotia.
• During negotiations, Empress Towers demanded $15,000 cash and the right to
cancel Bank of Nova Scotia’s lease with a 90-day notice (which is
unreasonable). Bank of Nova Scotia refused.
• Empress Towers brought a petition for writ of possession against the Bank of
Nova Scotia for its office-space. This was all at the end of the lease, with little
response from Empress Towers to Bank of Nova Scotia’s reasonable rent offers.
• ISSUE: (1) Was the renewal clause valid or void for uncertainty; and (2) Did it
contain an implicit obligation to bargain in good faith?
• HELD: Cites Brown v Gould, where three categories of “promises to negotiate”
were listed: (1) Agreement to agree on price, which is too vague to be enforced; (2)
Rent to be established by formula but “no machinery (as in, no third party) is
provided for applying the formula” in which case the judge typically provides it;
and (3) The formula is set out but is defective, even though machinery exists to
produce a rental rate.
• “In those cases the machinery may be used to cure the defect in the formula. In
this case, the ‘agreement to agree’ clause exists to prevent either party from
being compelled to pay a rate he feels does not reflect the market rate.”
• But this clause has the additional effect of imposing a duty to negotiate in good
faith: “Those terms are to be implied under the officious bystander and business
efficacy principles in order to permit the renewal clause, which was clearly
intended to have legal effect, from being struck down as uncertain.” The
landlord breached his duty to negotiate in good faith.

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 • RATIO: The courts will try, whenever possible, to give the proper legal effect to any
clause that the parties understood and intended was to have legal effect.

Mannpar Enterprises Ltd v Canada (BCCA, 1999)

• FACTS: The parties entered into a contract for the extraction of sand and gravel
from an Indian Reserve. The permit was originally effective for five years. Under
the permit, Mannpar was obliged to pay a modest yearly rental on the working area
plots on the reserve, as well as a royalty on the materials removed. It was also
required to do reclamation work on the area from which sand and gravel were
extracted.
• The permit provided for a right to renew for a further five years, subject to
satisfactory performance and renegotiation of the royalty rate and annual
surface rental. The Band Council substantially agreed to the terms and
conditions of the agreement between Mannpar and the Crown.
• Mannpar gave written notice of its intention to renew the permit for an
additional five years. However, the Band became less satisfied with the permit
arrangement. Neither the Crown nor the Band were prepared to renegotiate the
royalty rate for the purpose of renewal. The Crown failed to renew the permit.
• Mannpar took the position that the Crown had repudiated its obligation to
renew, and elected to accept the repudiation and commence an action for
damages. At trial judge held that the renewal clause was void for uncertainty,
which Mannpar appealed.
• ISSUE: Was the renewal clause void for uncertainty?
• HELD: No
• The language in the renewal clause allowed the Crown considerable flexibility.
There was nothing in the clause to suggest an enforceable agreement. Rather, it
conveyed only an option to renegotiate if the Crown wanted to. Given their duty
to the aboriginal band, it would have been reckless not to preserve such
flexibility.
• R ATIO : There is no common law obligation to negotiate in good faith; it must be in
the contract, either expressly or impliedly.

Wellington City Council v Body Corporate 51702 (Wellington) (CANZ, 2002)

• FACTS: The Council entered into a ‘process contract’ with Alirae (Body Corporate
51702 (Wellington)), which obliged the Council’s officers to “negotiate in good
faith” with Alirae for the sale of the Council’s interest in the premises at 20
Brandon Street, Wellington (which Alirae was leasing). Negotiations broke down
and Alirae sued for breach — alleging that they failed to conduct the negotiations in
good faith.
• The trial judge found for Alirae and assessed damages of $580,209 on the basis
that if the Council had not been in breach, a substantive contract for sale and
purchase would probably have resulted and Alirae had lost the profit it would
have achieved from developing the premises in the manner it had in mind.
• ISSUE: Is an agreement to “negotiate in good faith” enforceable?

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 • HELD: No
• “The essence of the theory of contract is consensus. It follows that for there to
be an enforceable contract, the parties must have reached consensus on all
essential terms; or at least upon objective means of sufficient certainty by which
those terms may be determined. Those objective means may be expressly
agreed or they may be implicit in what has been expressly agreed. Taking price
as an example, for a contract to be enforceable the parties must have agreed
upon the price, or at least they must have agreed upon objective means of
sufficient certainty whereby the price can be determined by someone else, or by
the Court. If the price is left for later subjective agreement between the parties,
the contract is not enforceable”
• RATIO: An agreement to negotiate in good faith is unenforceable for uncertainty.

5. A “STATEMENT OF INTENTION” IS NOT AN OFFER

• There is a difference between an “offer” and a “statement of intention”

Canadian Dyers Association Ltd v Burton (Supreme Court of Ontario, 1920)

• FACTS: In May 1918, Canadian Dyers Association (hereinafter “CDA”) wrote to

Burton and asked for a quote of the lowest price for the property on 25 Hanna
Avenue. Burton replied on 6 June stating a price of $1,650 was the lowest price he
would care to sell at. On 16 October the following year, CDA wrote Burton again
asking the price. October 21 Burton responded saying the previous price was the
“lowest [he is] prepared to accept.” CDA interpreted this as an offer and accepted
by sending a cheque for $500 on 23 October. On the 27th, Burton’s solicitor sent a
draft deed, suggested a closing date of the 1st. On 5 November, Burton’s solicitor
wrote to CDA stating there was no contract and returned the $500.
• ISSUE: Did the words and actions of the defendant constitute an offer?
• HELD: Finding for the plaintiff
• The letter was more than a mere quotation of price, but rather a statement of the
price at which Burton was willing to sell. This constitutes an offer as it indicates
a readiness to sell.
• Furthermore, Burton’s conduct after 23 October suggested a contract has been
made; he didn't send out a letter denying the sale but rather wrote up a draft
deed, did a title search and suggested a closing date.
• RATIO: Apply an objective test of the words and actions of the parties involved to
determine if they constitute an offer or an invitation to treat.

Payre v Cave

• RATIO: In an auction, when the auctioneer is showcasing an item, he/she is

displaying an “intention.” The offer is actually made by the person who bids — this
amounts to an offer. Then, when the auctioneer’s gavel falls, he/she has accepted
the bidder’s offer; binding the two parties to the contract.

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Harvey v Facey (United Kingdom Judicial Committee, 1893)

• FACTS: Harvey was interested in a piece of property owned by Facey. He sent

Facey a telegram asking him the minimum price for which he would sell the
property. Facey quoted a price and Harvey sent a telegram stating that he would pay
it. Harvey sued for specific performance.
• ISSUE: Does a statement of the minimum price at which a vendor will sell constitute
an offer?
• RATIO: A quotation of a price does not constitute an offer to sell

Pharmaceutical Society of Great Britain v Boots Cash Chemists (EWCA, 1953)

• FACTS: On 13 April 1951, two customers took drugs from a shelf in a pharmacy,
put it in their basket, and paid at the cash register at the exit. The pharmacist station
was near the poisons section so they were able to oversee all transactions, but the
pharmacist took no part in the transaction.
• Boots Cash Chemists introduced a new method of purchasing drugs from their
store — the drugs would be on display, shoppers would pick them from the
shelves, and pay for them at the till. The Pharmaceutical Society of Great
Britain objected to this method, claiming that S.18(1) of the Pharmacy and
Poisons Act 1933 mandated the presence of a pharmacist during the sale of a
product listed under the Act’s schedule of poisons.
• The Society alleged that the display of goods constituted an offer and a
customer, upon choosing a product/drug, had accepted the offer.
• Due to lack of supervision of a pharmacist, Boots Cash Chemists had, according
to the Pharmaceutical Society, violated the terms of the Pharmacy and Poisons
Act of 1933. Matter was taken to court.
• ISSUE: (1) At what stage of a purchase in a self-serve store is there an acceptance of
offer (acceptance is when one pays money to the cashier); (2) Is the customer
bound to a purchase once they place an item in their basket; and (3) Is Boots liable
for selling poisons without a pharmacist's supervision?
• HELD: Act of taking something off of the shelf does NOT amount to acceptance of
an offer to sell that product. The act is an offer by the customer to buy the goods
and the transaction is NOT completed until the seller accepts the offer. To hold
otherwise would bind the customer as soon as they take any product off the shelf
and put it in the basket.
• RATIO: (1) Goods on display are an invitation to treat. The offer is made by the
customer when they approach the cashier and then the cashier can either (a) accept,
or (b) refuse this offer by taking the customer’s money. (2) It is good to hold this
contract open so that a mistake can be corrected.
• What if the customer changes his/her mind by the time he/she approaches the
cashier and wishes to return that item?

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 R v Dawood (SCC, 1973)

• RATIO: Goods on display is an offer, made by the store, which is then accepted by
the customer when they pay the cashier.
• The point of Dawood and Boots Cash Chemist is that there is NO contract until the
transaction is complete at the cash register. In either case, the offer is NOT
complete until the good is paid for at cash.

Fisher v Bell

• RATIO: Items displayed in-stores are not an offer. Rather, it is an intention to sell
the item made by the owner of the store. When a customer walks into the store,
brings the item to the cash register and offers money to buy the item, the customer
is making the offer to buy the item. The customer’s offer to buy the item is
subsequently accepted by the cashier when he/she accepts the money.

ADVERTISEMENTS
• A newspaper advertisement inviting people to apply for a job is an invitation to
make an offer. When you apply to the job, you are making an offer. The advertiser
is free to accept any of those applications (which is the offer).

6. AN OFFER MUST BE COMMUNICATED TO THE OFFEREE

• A person cannot accept an offer unless he knows of the existence of the offer

Fitch v Snedaker

• FACTS: A person lost his dog. He issued a reward to anyone who would return his
dog. Another person came and returned the dog, but did not know that there was a
reward.
• HELD: The person returning the dog is not entitled to the reward because he did not
know of the offer

Blair v Western Mutual Benefit Association (BCCA, 1972)

• FACTS: Blair was a secretary, and retired after many years working for Western.
Towards the end of her employment, she was dictated oral minutes of a meeting of
the board of directors that she copied down into print. In these minutes was a
discussion that if she were to retire, she would be given approximately two years’
pay as a bonus for her long service. She does retire, but does not get this money.
She sues the company for the lost wages claiming that a contract was formed. She
was unsuccessful at trial, which she appealed.
• ISSUE: Was there a legally binding offer made to this individual?
• HELD: There was no offer, thus, no contract. Resolution at the company’s board of
director’s meeting could NOT be an “intention to create legal relations.”
• Was there an actual intention to communicate the offer to her? No. Did she know
about the offer? No.

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 • (1) No promise was made and accepted for consideration; (2) No change in the
existing relationship took place; and (3) There was no evidence of an intention
to change the relationship to create new legal obligations.
• What must be understood is that a “bare resolution” that is delivered, such as
here, cannot be considered to indicate an intention to create a legal obligation
capable of acceptance. It is not unequivocal. This could be refuted if Blair could
show something to indicate the intent of Western to be bound, but nothing could
be shown to this effect.
• RATIO: There MUST be an intention to offer, and the offer MUST be capable of
acceptance.
• OVERARCHING QUESTION: Was there an offer given and was it clearly
communicated?

Williams v Carwardine (KB, 1833)

• FACTS: Walter Carwardine was murdered between when he was last seen on 24
March 1831, and when his body was found on 12 April 1831. He was seen on the
night that he was supposedly murdered with Mary Anne Williams who was
questioned but gave no information to the magistrates of worth. William, Walter’s
brother, posted a handbill for information as should lead to the discovery of the
murderer with a reward of £20. Williams was beaten by her husband and believing
she was going to die made a statement which led to the conviction of her husband
for Walter’s death.
• ISSUE: Has the plaintiff formed a contract with the defendant in spite of the fact that
she was not motivated by the reward when the information was given?
• HELD: General promise made in the newspaper to pay anyone who gave
information which may lead to the conviction of the murderer.
• Williams had clearly performed the terms of the offer (giving information that
lead to the conviction of the murderer) and the handbill, which she must have
known of given that it was posted all over Hereford, promised to give money
for that information. As a result, a contract was formed with any person who
performed the condition, without considering the motivations of the individual.
• RATIO: (1) It presumed that everyone had knowledge of the offer if the offer was
made through the newspaper or via other public forums; (2) Such Ads amounted to
a general promise to pay out a reward, and a contract is formed if the conditions in
the Ad are met because we assume the offer is known and accepted.

7. AN OFFER MAY BE MADE SUBJECT TO CONDITIONS

• In such cases, the conditions must be clearly communicated to the offeree
• If a person accepts an offer without knowledge of the conditions, the offeror cannot
claim fulfillment of the conditions

Tilden Rent-A-Car v Clendenning (ONCA, 1978)

• FACTS: John Clendenning rented a car from Tilden Rent-A-Car. He signed the
rental agreement which contained an exclusion clause denying coverage for

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 accidents that occur if the driver had consumed any alcohol, although he testified
that he had inquired what the $2/day fee covered and was told "full non-deductible
coverage". While in Vancouver, Clendenning hit a pole after having consumed
alcohol. He pleaded guilty to impaired driving and tried to collect from the
insurance policy to pay for the damages of his accident. He was successful at trial
which Tilden appealed.
• ISSUE: Is the exemption clause valid?
• HELD: The exclusion clause conflicts with the total coverage clause. Further the
clause is onerous as it is over-broad — a driver would not be covered if they had a
single glass of wine or if they were driving 1km/h over the speed limit. Tilden
argues that under L’Estrange v F Graucob Ltd as Clendenning signed the contract
he was bound. This is rejected as the clerk was aware he had not read the contract
and the purpose of signing is to manifest consent (consensus ad idem).
• The distinction between the consumer and commercial spheres: a signature in
the commercial sphere creates the presumption of an agreement whereas the
reality in the consumer sphere is not that of consensus; generally the signing of
a contract is hurried and informal. Sufficiency of notice and proportionality
trump the notion that the signature is binding.
• If a customer’s attention is not drawn to a particularly onerous and critical
clause, then the customer will NOT be bound by that clause.
• REASON: (1) The clause was inconsistent with the overall purpose of which the
contract was entered into. Something more should be done by the party submitting
the contract for signature than merely handing it over to be signed; (2) The party
seeking to rely on such terms should NOT be able to do so in the absence of first
having taken reasonable measures to draw such terms to the attention of the other
party. As in, critical clauses MUST be drawn to the attention of the other party if it
is to be enforced
• RATIO: (1) In the consumer sphere, sufficiency of notice and proportionality trump
the L’Estrange notion that a signature alone is binding; (2) If a term of the contract
is particularly onerous, the party looking to enforce that term must prove the other
party was aware of the term through either their reading of the specific term or
through direct notification of the specific term

Richardson v Rowntree

• FACTS: Richardson booked a ticket on a ship. The ticket Richardson received was
folded in such a way that the writing was not visible. On the ticket were printed
certain conditions, one of which was that the shipowner’s liability is limited to
£100.
• HELD: Richardson is not bound by the conditions because she did not know of the
condition’s existence. Additionally, since the font in which the conditions were
written were small, and since the shipowner never brought the condition to the
passenger’s attention, there was no reasonable notice of the condition.

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 R v Clarke (Hight Court of Australia, 1927)

• FACTS: Evan Clarke gave evidence which was of value to the crown. Without that
evidence there would have been no case. Crown refuses to pay reward. No
consideration and no intention with regard to the reward. The Crown holds that no
contract was formed between them and Clarke.
• ISSUE: Was there a contract between Clarke and the Crown and how would one
determine this contract?
• HELD: The court — despite objecting on public policy grounds that not finding a
contract would dissuade other individuals from coming forward with evidence for
rewards in the future — held that Clarke could not accept an offer he didn't know
about citing Fitch v Snedaker and that forgetting about the reward was as good as
ignorance.
• Further, Clarke had no expectation interest when he gave information to fulfill
conditions of contract. The court ruled further that not only was a contract not
formed, but Clarke had not fulfilled the terms of the contract as the reward
stated a reward for “such information as shall lead to the arrest and conviction
of the persons.” However, the arrests took place before the information was
given.
• RATIO: (1) One cannot accept an offer one doesn't know exists, or that one has
forgotten exists; and (2) One needs an expectation or reliance interest in the reward
in order for that reward to be recoverable.

8. PRINTED CONTRACTS
• Big companies — such as life insurance companies and statutory corporations —
would make people sign contracts whether the person likes the terms or not.
• Previously, these persons were helpless. However, nowadays, courts are willing to
provide more security for those persons that are going against corporations.

Thornton v Shoe Lane Parking Ltd (EWCA, 1971)

• FACTS: Frances Thornton parked his car in the Shoe Lane parking lot while he was
at a musical performance. He received a ticket from an automatic machine. On the
ticket was printed the time of issue, and a statement that the ticket is issued subject
to the conditions posted in the parking lot. These conditions were posted in the
office where you had to pay upon departure, and on the wall opposite the ticket
machine, however the poster was not very prominent. The conditions included
exempting Shoe Lane from any liability for injury caused to the customer while
their car was in the parking building. Thornton was seriously injured when placing
goods in his trunk before leaving by another car. At trial the judge found that
Thornton was 50% responsible for the act, but awarded him 50% damages from
Shoe Lane, which they appealed.
• ISSUE: Whether this exempting clause formed part of the contract
• HELD: When we’re dealing with machines, an offer is made to you, and acceptance
of that offer takes place when you put your money into the parking machine. Any

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 terms contained in the offer are usually placed ON or NEAR the machine. As such,
customers are bound by these conditions.
• But you are NOT bound to any conditions printed on your ticket if they are
different from the notice that has been posted next to the parking machine.
Why? Because the contract is done when you see the posted conditions on the
parking machine. If the conditions are different on a ticket, it cannot constitute
an offer to the contract because you already accepted the terms based on the
conditions that are posted on the parking machine. It’s too late to accept new
offers because you’ve already paid for your ticket.
• RATIO: In cases with automatic ticket dispensers, the contract is formed when the
plaintiff inserts money into the machine and receives the ticket; conditions that are
not seen until after this time are not binding as the contract has already been agreed
upon without the conditions.

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