④ OFFER

① Carli/ v Carbolic Smoke Ball Co ① one individual

,
group of
people ,
whole world

influenza ,

Smoke balls £100 reward if

" " "9 "
C Purchased got influenza D refused, C failed Argument ad too
get vague impossible inform
'
:
contract with world ✗
company
:
asthma
-

, ,
, , ,
,

Offer accepted when

purchased } used ,
unilateral offer - ✗
necessary to communicate
,
deposited £1000 -
intended to create legal relationship

② Bloom V American Swiss Watch Co 1915 ② must be communicated to offeree

pleading arrest/conviction
2

Information to about thieves arrested later realised reward advertised for info for
police about thieves
applied reward , def refused
-

,
,

✗ accept offer don't know def

an
they ,
✗
obligated to
pay reward

③ Bowerman v Association of British Travel Agents Ltd 1996

tour operator office

,
ABTA
protection scheme sign ,
after
holiday booked } paid tour operator became insolvent
, , sought to recover
damages from ABTA

Notice offer to from ABTA

-

public ,
offer accepted when holiday booked , legally enforce damages

④ Routledge v Grant 1828 ③ can be terminated before accepted

Grant offer lease on Routledge's house CG week)

,
After 3 weeks revoked (found -
alternative acorns ) , within 6 week -
receive acceptance Routledge legally claim
binding contract
,

Def entitled to revoke offer anytime before the acceptance have made

⑤ Dickinson v Dodds 1876 ( in a number of ways -

third
party )
""
PNP""
% informed
10 June offer to
-
sell house 19am 12 June deadline)
,
11 June Mr -

Berry ( rep def house sold

,
12 June 7am -

acceptance letter, sued for breach

Offer can be revoked before acceptance revocation

,
can be informed
through third
party

⑥ Ramsgate Victoria Hotel Co Ltd v Montefiore 1866 ④ terminated by lapse of time

Tune -
offered to
buy shares Cby letter)
,
November allotted shares - to def
,
refused to take up assumed offer rejected , ,
sued -

purchase price of shares

Unreasonable delay offer acceptance offer June expired need to

in
,
made in -

,
✗
buy shares

⑦ Pharmaceutical Society of Great Britain v Boots Cash Chemists 1953 ⑤ Distinguished from an invitation to treat -
invitation to others make offer to you

Boots system select

goods pay at counter with registered pharmacist selling drugs without pharmacist criminal offence question when offer accepted select / ?
pay
- - :
, , , ,

Display of goods - invitation to treat

,
picking up item
✗
acceptance, offer to buy at cash desk
completed when -
cashier accepted ,
Boots commit ✗ offence

⑧ Fisher v Bell 1961

Flick knife at shop window offensive weapon , , charged for

offering for sale Magistrate,
- ✗ offence commited
, prosecutor appealed
-
HC

Display of
good in
shop window -
Invitation to treat , ✗ offer for sale ✗ crime committed
,

⑨ British Car Auctions v Wright 1972 ( Auction )

offer to conviction on a
car up for }
many defective parts charged convicted Road Traffic Act,
public at MC sale un
auction
roadworthy vehicle , appealed against point of law
-

,
, ,

Good on auction sale - invitation to treat in both cases buyer makes offer
,

④ Barry Davies 2000 ( Auction )

'
'
v - without reserve

bid for £200

'

'
machinery after has been
Without (£750 each ) Sue he should 've
reserve auction
,
withdrew 2 each sod machines
, privately ,
-

got
2 machines

Contract between bidder } auctioneer

highest
'
bidder
'
without reserve - sold to
,
 ④ Blackpool } Hyde Aero Club v
Blackpool Council 1990 ( tender )
error

pleasure flights front airport due expire 7 parties

another
exclusive licence -
run bid tender (
by 17 March), Bbf tender only opened after deadline ,
✗ considered licence to
, company
, ,

Invitation to tender -
offer to consider all tenders received confirmed conditions by -
deadline
,
Council breach of contract
-

④ ACCEPTANCE OF THE OFFER

④ Hyde v Wrench 1840 ① absolute } unqualified -

Minor image rule

for for
Offer to farm ( £10001 Counter-offer og offer farm no longer
sell (£950) refuse Seeking specific
agrees sale Sue
performance
-

, , ,
, ,

offer
0g offer -
no
longer open ,
counter =

rejection of first offer + kills og offer

forms } Battle
④ Butler Machine Tool Co Ltd v Ex cell -0
-

Corporation 1979 ( standard send back

of the forms)
signed tear off strip -

sell term Price Variation Clause def accepted offer without PVC months later tried ↑ price, refused, Claimant in HC
machinery - inc
, ,
↳
acknowledge ,
_
won

Def made counter-offer accepted tear off strip sent back entitled to good for fixed price stated in contract
-
-

, ,

m¥É !!!a!↑!¥÷!!!¥¥wm
(raised offer ) ② offeror can accept counter-offer

④ Pickford Ltd V Celestia Ltd 2003 ( counteroffer ④ counter-offer terminates og offer

* a.m

offer
)
> ⑤ Counter offeror has ✗ legal
-

right to return to og

Move IT business removal firm ① 890/load ② fixed price £98760 faxed confirmation ;
' '

,
1- add cost
,
- work capped 4000000 after done , refused to pay ② payment
② offer revoked ① offer ①
,
no
longer available to accept ,
② offer -
accepted through conduct of act

> offer by post effective as soon as it is received by

- the offeree } communicated to them

④ Adams Lindell 1818

v ② must be communicated to the offeror -
Postal rule
acceptance valid as soon as the letter placed in
offer revoked by post -
✗ effective until received
by the
the letter box provided pre-paid properly addressed properly posted
offer eeb communicated to them
:

,
,

free to accept
,

until that

specified
2 Sept offer woo , ( acceptance ) 'É redirected letter 5 Sept letter received posted acceptance 8 Sept interest sold wool to
'
X'
by post wrong address
: : : assumed ✗ -

, , , ,
,

Acceptance valid on
postal date 15 Sept) delay in acceptance def ,
- mistake [wrong address) def contract breach
,

④ Household Fire Insurance Co v Grant 1879

Applied 500 shares ,

agreed to allot
by letter, never received assumed
,
✗ interest, bought other
company
shares 9 ,
months later, liquidation -
asked to
pay ,
refused

Acceptance complete -
letter of allotment
posted coven it never received ) had to
, pay for shares

④ Holwell Securities v
Hughes 1974 ( can
expressly exclude -
'

By notice in
writing )
'

" "

(6
selling property By notice ,
in
writing to Vendor months )
,
posted letter but never arrived , sold property to another
buyer
Offer required letter had to be ( notice Det allowed to sell
communication received in
writing )
-

uncle nephew
④ Felt house v Bind
leg
1862 ③ Acceptance generally in method specified by the offeror
"

Sell horses (auction ! cousin

'

Tort of Conversion
'

sale ) Uncle : hear no more black stallion mine ordered to sell 20 auctioneer sell all 21 sued -

, ,
, ,

✗ communication / conduct of Kunde

act
,
✗ contractual
liability can be imposed by stating silence =
acceptance ,
✗ contract between cousin

⑥ INTENTION TO CREATE LEGAL RELATIONS

④ Balfour vs Balfour 1919

Came wife doctor left Ceylon to £30/month couple drifted apart } divorced wife
to England with
,
-
to alone ,
agreed pay , ,
sued

Married domestic
-

simply a
arrangement ,
✗ intention to create relation
,
✗ binding contract

⑧ Jones vs Padavatton 1969

D: Give
job ( America) Return England Study for Bar provide maintenance } accommodation D: remarried M Bar exams incomplete refused to leave
claimed house
possession D:
M : :
up , , , , , , ,

seems like business deal commitment from both terms of for legal relations
agreement uncertain ✗ put in writing informal domestic arrangement ✗ intention
-
-

, , ,
 intention to create legal relations
Rebutting presumptions
on

legal commitment (evidence in

writing
↳ dear evidence of
2
a

social / domestic agreement legally binding

② Hadley } > rebirth : ✗

others vs Kemp 1999

Spandau Ballet pop group -

, Gary Kemp songwriter (all -

music } lyrics ) ,
3 other members -
claimed oral , agreement royalties ,
shared
, joined authorship Kemp
( ✗ read music)

✗ evidence to show intention to create legal relations (discussed income

only as friends ) ,
✗ contract formed
,
✗ entitled to any publishing income

_Ña"p↑o%É↑o
to pay

debsy
lender to extend credit to the business by stating business -
ability
② Kleinwort
encourage

Malaysia Mining Corporation

Benson Ltd v 1988 ( letter of comfort the contractual commitments } legal status ✗ dear

Malaysian company formed English subsidiary ( London Metal Exchange ) C loaned 10m of letter of comfort from def
strength
:
-
on
,

COA Both
parties knew of letter of comfort ✗
legal liability only
use moral
responsibility
:

, ,

④ CAPACITY TO MAKE A CONTRACT > necessaries

⑨ Proton Sports Management v Proactive Sports Management Ltd 2007 ① minor

↳ →
education ,
Avoid onerous

Intoxication }
training employment apprenticeship
terms

mental
,

on

capacity
children
-
,

unenforceable if ④ knows ④ ✗ know nature of contract

Wayne Rooney 115) enter contract with C

,
✗ independent legal advice 20% income Persuaded to join Proactive Pnfom sue Proactive inducing to
, ,
,
- breach contract

✗ Wayne's benefit onerous contract with minor contract voidable free to leave anytime
necessary ✗ beneficial service contract ✗ for -
-

, , ,

④ Atlas Express Ltd Kafko Ltd 1989 ② Genuine v between both

parties ) consent -
✗ economic duress

C :
Transport company collect } deliver goods underpriced negotiation unsuccesful driver load until sign
-

, ,
-

,
-
✗
,
after deliver Def only paid original pay
Only signed economic duress fundamental principle of contract law freedom of choice be enforced
' '
-
contract -

,
new ✗ valid ✗
, ,

⑤ CONSIDERATION
⑦ Thomas v Thomas 1842 ① Must be of some value

House inherited
by 2 bros let wife ,
stay
-
annual rent £1 } keep house in
good repair Bro 2 died
,
bro 3 : take back -
£1 too low } real value
greater
,

Despite low rent -

what matters -

gave something to the deal £1 enough consideration to validate the contract

,

⑨ Re McArdle 1951 ② Must not be

past
4 children Youngest son 's
improvement £488
'

after mother's death , refused to authorise

'

,
wife -

improvements to property ,
in consideration -
_ out of estate
, payment
consideration return , ✗ contract, ✗ entitled to the
giving anything valid , ✗
promised payment
in
past ,
✗ in
binding
Any action for breach only by party
-
who
gave consideration
⑨ Tweddle v Atkinson 1861 ③ Privity of contract between parties in litigation
John ( £1007 marriage ) William Sue estate enforce
Mr Guy (1-200) → William (after contract a clause
give rights to W to sue Mr
Guy died
arrangement
-

,
, , ,

Only person gave consideration can sue

,
C must show -

they themselves made the promise to

give consideration
,
3rd
party - ✗ consideration ✗ , right to claim

⑧ Still v
Myrick 1809 ④ Must be real / sufficient

2 seamen deserted find replacement

ship Captain
,
-
✗ to
promise split wages ,
reach London
, , only paid original wage
Crew only duties ✗ additional consideration for extra share of
performing contractual , pay , promise ✗
legally binding

② Hartley v
Ponsonby 1857

Almost half the deserted promised to pay extra in addition to wage after master refused to extra
crew
remaining seamen voyage pay
-

, ,

Done than contractual duty high risk with shortage good consideration for legally binding
more -
crew
,
extra
money promised , promise

④ Williams v
Roffey Brothers 1990 Offers additional payment completed +£1500
£20000 behind schedule £10300 µ on time
Refurbish flat , if late subcontracted financial difficulties , know underpriced refused
penalty ,
carpentry -

avoid
penalty in contract A
, employed additional workers , only paid og , pay more
, arguing ✗ consideration

Only contractual duties -

but def gained practical benefits → ✗ cost } incoveniena of
finding new carpenter ✗ economic duress
,
from claimant enforced defendant to
, pay as
promised
⑤ D } C Builders v Rees 1966 ⑤ Part payments ✗ enough consideration to discharge whole debt
reluctantly
Defendants £482 knew claimants short of offered £300 full } final , if not pay
owed
, money , ntg , daimantlyhagreed ,
claim
again ts for
outstanding £182
Pinned's lesser unfair defendant taken financial situation (economic duress) Had to full debt
case
accepting sum ✗ cancel debt,
promissory estoppel advantage claimant
pay
-
- -

, ,

lesser sum , earlier date , requested by creditor

④ Central London Property Trust V High Trees House 1947 ④ Accord } Satisfaction ⇐ goods / other
part payment
-
material

by
benefit
third party
in addition to part payment
} Common law .
Agreement
full debt
to

can
pay less than
be enforced if:
( £1250)
1931 £2500 2nd World
,
war
,
✗ rent all out reduce rent , end
,
of war, flat fully occupied ,
wanted to increase rents
,
recover rental arrears ,
↓ rent ✗ legally binding
Recover back for war years
rent 16 months) return
, og rent conditions under
, reducing rents ✗ applicable anymore automatic return to full amount wouldn't have , ,
recovered

Justice Denning can waive

part performance } may reinstate later provided ✗ unjust 11 ✗ violate ✗ reliance (consideration
by def matter in return for promise)
: ✗
-

existing contractual relationship

fade
'

rights
'

!?! !!!!!!! !!!! ;;mm¥-

shield sword defence debt their under contract
> ✗ a only as a ✗ to Pursue
⑤ Combe -6protect Promise
_
-
,

1951 ④ promise
on their
Combe Promissory creditors
claimant knows def most
likely rely on this
-

✓
estoppel debtors who relied on
had statutory right for
estoppel only -

defence to protect against unfair claim

Divorce husband £100 p a. Crest of her wife husband failed of
,
promised .

remarry )
life /
,
✗
apply court maintenance arrangement , ,
Sue
relying on
equitable principle promissory estoppel
Promissory estoppel ✗ for new claims protection for
,
existing agreement varied ✗ consideration
,
Defence (shield ) if claimant
go
back on
promise

⑥ PURPOSE
④ Pearce v Brooks 1866 ① illegal

Hired decorated horse carriage

,
knowing for prostitution ( illegal at that time
, carriage returned damaged ,
refuse to
pay ,
claimant sued
Claimant aware that
purpose in unlawful contract unenforceable ( obiter
,
-
✗ distinction between unlawful } immoral purpose )
How long
Restraint ⇐ geographical area
of trade -

against public policy ( 3. clauses) Protect legitimate business interest

relative bargaining power
scope of the restriction
tailor could be severed
'

⑤ Attwood
'

v Lamont 1920 ④ Employment contract -

simply to prevent competition _

enforceable contract term <

tailor, dress maker general draper

Employed within 10 miles After business if scope too wide
, ,

at least
Lamont as tailor restraint ✗
,
: work as hatter
gentlemen , ,
ladies children 's outfitter
,
,
10
years , , leaving ,
set up
competing , ,

Area covered reasonable scope too

,
wide -

only worked as tailor , restricting other job unfair:

,
Lamont ✗ bound by clause

④ Fitch v Delves 1921 -

influential /confidential relationship
[ promoted ) restraint of trade
Solicitor ( Tamworth) trainee clerk 27 clerk solicitor within 7 miles
Argue
employed appellant 14 managing new
agreement :X practice as unlimited time
period unreasonable
- - -

,
, , , ,

claimant dealt clients

confidentially (might follow if practice
locally ) , length -
✗ unreasonable -

very limited geographical restriction clause ,

-
valid , enforceable

⑤ Forster } Sons v Suggett 1918 -

protect trade secrets

of gas hair UK 5
manager confidential
,
correct mix in
glass manufacturing ,
restraint : ✗ work in
glass-making industry , , years after ,
2
year joined
rival
company
Reasonable enforceable
protects employer's secret manufacturing process restraint clause
: :
,

⑧ Vancouver Matt } Sake brewing Co Ltd v Vancouver Breweries Ltd 1934 ④ Sale of a business -

goodwill
Despite having license only,
ever brew sake restraint
,
:
✗ brew beer, 15
years ,
if ✗
pay
£15k
,
seller started
brewing beer
, legal action -

Privy council

Sellers ✗ sell beer atm business related to brewing beer restraint clause enforceable
sold , ✗ goodwill ,
-

not ,
not reasonable

⑨ Nordenfelt v Maxim Nordenfelt Guns } Ammunition Co 1894 ( case-by-case basis)

sold business restraint

gun -

making ,
: ✗ set
up competing business
anywhere ,
25
years ,
After 3
years : spent
most money
,
want to start
gun making again
-

claimant worldwide reputation defendant suffer huge loss if business set

up , restriction reasonable restraint clause valid
competing
-
-

, ,

④ Esso Petroleum v Harpers Garage 1968 ⑥ Solus agreement

1) only sell Esso Petrol (discount) -4%

years 2) Esso ,
loan
money buy
-
second
garage
-21
years
( length of mortgage) ,
After 3
years ,
wanna
buy alternative petrol , Esso refused
1) reasonable 2) unreasonable length of time business relation to
, period longer than necessary
to Esso protect interest contract
, period agreed in
mortgage -
irrelevant
 does not of the contract from being valid
> Void restraint clause -
prevent rest

↳ possible to sever ( cut out ,

✗ alter ) unreasonable aspects of restraint clause

④ Goldso / I V Goldman (severance -

pass
'
Blue pencil test
'
-

offending
'

parts pencilled out

'

leaving what remains in enforceable contract

imitation business ( UH contract sale of real OR imitation , 2

anywhere in UK , France USA
sold
jewellery mainly ,
: ✗
years , ,

{ }
}
' '
court strike ◦" + real
Business interest too wide (given nature imitation) , UK
any jewellery geographical unreasonable restraint
ing working
outside
: : : ' '
USA ,
'
France
'
-

have been had the contract properly performed

Damages Monetary compensation Place injuredbreach
:
party ofin the same position they would
-

legal
REMEDIES FOR BREACH OF CONTRACT No loss -
nominal contract claimant's
damages recognize-
, legal rights infringed + def
pay cost

Amount determined by court

④ Baxendale 1854 ( too ≤

loss arises naturally be recovered
)
Hadley anticipated cannot
remote if ✗
-

v loss contemplation damages

✗
reasonably within
,
(neglect )
b
mill
operator ( Gloucester) dependant (transporter) delay delivery a days) operate mill profit claiming damages
steam broke manufacturer ( London ) ✗ ✗ Sue
, engine , , , ,
,

Miller may have

spare part ( ✗ total
shutdown )
,
informed defendant of shutdown damage too remote

claimant sued for loss

:
profit
④ H Parsons ( 1978) ( too loss
anticipated ) defendant damage
( Livestock )
Hey Ingham
Ltd v Ut ✗ remote -

: to remote <

Pig farmers ordered large metal food hooper ( holds pig food) manufactured } installed after 2nd order -254 pigs got ill {died food , , ,
mould , neglected to open ventilator

Food affected
by bad
storage illness natural consequences death ✗ too remote defendant liable to loss
,
-

,
-

,
:

④ Brace ✓ Calder 1895 ( Mitigation of loss -

take all reasonable steps to mitigate ( reduce) loss → if not ,

only nominal
damages )

employed 4 men partnership fixed period -2 years og partnership dissolved

, ,
, ,
2 reformed
partnership employ ,
-
same terms refused } sued for breach of contract
,

claimant duty to mitigate losses should 've taken the

-
contract
,
new

④ Arad vs Fallon 2011 [ Kiera Fallon Ibrahim Arau ] ④ Injunction .

stop them from acting in breach of contract

COAS
appeal to
-

12 Recital HC injunction refused

months contract ride Native Khan when requested ✗ ride rival horse £10k + benefits Derby damages adequate remedy
-

race -

, , , , , , ,

Financial reward the benefit hard damages

✗
only ,
to assess value ,
✗ adequate remedy ,injunction imposed
claimant behaved badly
Performance ④ Special performance ( if × court) € Personal
services involved
contempt of

#B¥%fn
,
hardship for
excessive def
Agreement
DISCHARGE OF A CONTRACT
Frustration
④ Taylor v Caldwell 1863 ④ Impossible
Use Music hall } Gardens in
Surrey 4 concerts before first concert Hall destroyed by fire CLMC refunded tickets )
,
sued for breach of contract
, , ,

Performance of impossible contract frustrated both from

contract -

, ,
parties released obligations

④ Re Shipton Anderson } Co 1915 ④ Illegal

contract
First World War purchase large consignment of wheat
, agreed date UK
,
deliver on
,
G- emergency law
requisitioning all wheat ,
ask court wheather affected

Delivery of wheat -

illegal ,
wheat
legally requisitioned contract frustrated ,

④ Krell v
Henry 1903 ⑥ Radically different -

yes

hire room
overlooking proposed route
,
Coronation procession of King Edward V11
,
both
parties knew purpose illness ✗ coronation refused , , ,
to
pay rental

Main
purpose
-

watching procession foundation of contract destroyed ,

contract frustrated defendant ✗ liable to pay
,
,

④ Herne Bay Steam Boat Co V Hutton 1903 ⑥ Radically different No

no
longer wants }
. -

hire steamboat take Naval review of ship assembled Plymouth for king's illness ✗ fleet review refused to
pay
,
paying passengers , , ,
coronation , , ,

Main purpose still fleet only frustrated

- cruise
,
can see
,
one
purpose gone ,
commercial value of contract ✗
destroyed ,
✗

⑤ Davis Contractors Ltd V Fareham UDC 1956 ( Harder ,

more
expensive
- ✗ FRUSTRATED)

78 houses 8 } £17000
,
months
, shortage of skilled workers
building materials ,
22 months ,
more

contract fundamentally ✗ different

,
same nature
,
more
expensive } harder ✗ mean frustrated