Terms of Contract

Offer
An offer must be communicated from by the offeror to the offeree (Blair v Western Mutual
Assuance); it must have a definite set of terms (Randall v Morgan): it must not be qualified in any
way (Randall v Morgan); it must be made with serious intention (Weeks v Tybald).
Weeks v Tybald
F: father published a promise to give $100 to any man that would marry his daughter
I: was there an offer? No
R: an offer must be made with serious intent to create legal obligations, parties must be identifiable
Randall v Morgan
F: testator reserves the right to determine whether or not to bind himself in the future
I: was there an offer? No
R: offers cannot be qualified, must be certain or capable of being made certain
Balfour v Balfour
F: husband and wife make an agreement where husband says he'll pay x amount over x time
I: was there an offer and was there acceptance? No, no contract
R: agreements between husband and wife are not contracts because they do not intend to have legal
consequences, burden of proof is on the party that wants to rebut that assumption
Grant v NB
F: NB offered to buy potatoes from farmers
I: Was there an offer and was there acceptance? yes, yes
R: when interpreting an offer/acceptance the objective test should be applied - a reasonable person
in the position of the parties
Rose and Frank v JR Crompton
F: two business parties made a contract that contained an honourable pledge clause
I: Can the honourable pledge clause be legally enforceable? No
R: mutual promises fall short of legal obligations, assumption that business relations are meant to be
legally bound can be negated is expressly indicated, The ability to parties can decide that the
relationship is not subject to legal surveillance
Jones v Padavatton
F: Mother helps support daughter when she goes to England for law school
I: dis they have a legally binding contract? No
R: agreements between mother and daughter are not contracts because they do not intend to have
legal consequences, burden of proof is on the party that wants to rebut that assumption
Edwards v Skyways
F: company made an ex-gratia representation to the pilot then went back on it
I: does the company owe the plaintiff the ex-gratia payment? Yes
R: in some cases, the objective test doesn't apply - when there are multiple people for each party,
ex-gratis means party is not admitting pre-existing liability, but does not mean that the agreement is
legally uneofrceable
McGugan v Smith
R: grandfather asked granddaughter for help around his home and would benefit her in his will
I: is Smith entitled to recover more money from the will? Yes, via equity
R: if based on a representation, someone acts upon the expectation of a reward and goes beyond the
normal course of duty incidental to the relationship, the courts may not recognize a contract, but
wait to avoid unjust enrichment (quantum meruit) based on representations
Delgman v Guaraty Trust
F: nephew rendered extra services for property upon the aunt's death
I:Was he entitled to recover the property? Yes, via equity
R: contract technically unenforceable, no intention to be legally bound (family), but quantum meruit
applies - remedy for unjust enrichment
AG BC v Parklane Hospital
F: Van City and hospital sending letters and changing prices for patients, never formally agreed on
a set price after original price
I: was there a contract? No formal contract, quasi-contract
R: PH has a quantum meruit action upon a quasi-contract because there was no agreement re
renumeration, no consensus ad idem (meeting of minds)
Re Jacques
F: Old women takes advantage of two women to help her in old age, had no intention of ever paying
for the services even though a third party made a statement and she made a statement
I: are they entitled to recover? Yes, via equity
R: Quantum meruit applies, went beyond the normal services rendered based on expectation of
award
The Moorcock
F: plaintiff owned and paid to dock their vessel, vessel seized to be waterborne because of issues
with the jetty, D argued they never said it would be safe
I: Can the court imply a term that the boat would be safe? Yes
R: courts can imply terms based on logical inferences form the very nature of a given transaction to
ensure intentions, officious bystander test (common sense), ensure business efficacy
Ottis Wood v Lucy, Lady Duff
F: plaintiff allowed defendant to use her brand/name so long as defendant didn't brand with anyone
else, plaintiff branded with others, defendant argues no contract because didn't bind himself to
anything
I: was there a contract, yes
R: apply the officious bystander test to imply promise - words need to be broad
Canadian Dryers v Burton
F: defendant quoted lowest price + additional comments after the act, plaintiff accepted the lowest
offer
I: was there a contract? Yes
R: price ≠ offer
EXCEPTION: Price = offer where the language used by vendor indicates readiness to sell at the
price already named + the vendors conduct is consistent with the view of the offer
Harvey v Facey
F: plaintiff: "Will you sell BHP? Telegraph lowest cash price"
Defendant: "Lowest price for BHP $900 (did not say he will sell)
Plaintiff Accepted
I: was there a contract? No
R: Quotation of lowest price does not amount to an unconditional offer to sell
Harty v Gooderham
F: Defendant: "X is our lowerst price... shall be happy to have an order from you, to which we will
give prompt attention"
-Plaintiff: accepted the offer
I: Was there a contract? Yes
R: quotation of Lowest price PLUS
Pharm Society v Boots Chemist
F: self-serve store
I: was there an offer?, No, offer to buy, not to sell
R: In a self-service store, price is an invitation to treat, it's up to the cashier/vendor to accept the
offer of the customer
Fisher v Bell
F: knife displayed with a price
I: was there an offer? offer to buy, not sell
R: displaying an article with a price on it in a ship is merely an invitation to treat, it ≠ offer for sale
R v Dawood
F: Customer switched a more expensive tag with a less expensive tag and bought it at a self-service
store
I: was there an offer? Yes
R: no shopkeeper to make an offer to sell, defendant knew what the offers where, she deceived the
cashier, this is actually in truth a voidable contract, one induced by fraud
Georgian Co v Bloom
F: ad mistake said $5 for furs instead of $15
I: was the plaintiff bound to sell as $5, no
R: general ads by mail/online for the sale of certain good at certain prices ≠ offer; invitation to enter
into a bargain
Carlill v Carbolic Smoke Ball
F: product included guarantee of money back, company deposited money, plaintiff did exactly as
she was supposed to - performance
I: did the ad raise expectations to create a legal obligation? yes
R: unilateral contract - performance = acceptance,
advertisement+ = objective test - ad may be an offer when a reasonable person would construe it as
showing an intention to contract (depositing money = serious intention)
Goldthorpe v Logan
F: defendant ads for hair removal with results guaranteed
I: did defendant's ad constitute an offer? yes
R: defendant made promises that were absolute and unlimited - intentions
-advertisement+
-Ad will be construed as an offer where in its plain meaning it would be understood by the public as
guaranteeing satisfactory result in return for submitting to a particular procedure
Queen in Right ON v Ron Engineering
F: contractor submitted tender and paid a deposit within the prescribed time, contractor attempted to
withdraw offer because they forgot to include a certain cost
I: 1. Could the contractor revoke its bid?, No
2. is contractor bound to enter into "Contract B"?, Yes, otherwise loose deposit
R: Contract A (unilateral)(procedural)
-Offer 1 - submission of bid
-Acceptance 1 - of contract A by putting in bid & deposit and Offer 2 for Contract B
Contract B (bilateral)(substantive)
-Acceptance 2 - choice of bid
Calls for tender = invitation to treat
Bid that is filed in conformity to the terms is irrevocable without loosing deposit- unilateral contract
MJB v Defense Construction
F: owner invited tenders with a priviledge clause saying the lowest bid will not necessarily be
selected, a modified bid was selected (not the lowest), P sues for the D accepting a non-compliant
bid saying his being the lowest should've been accepted and the other bid was modified
I: Was the owner bound to select the lowest bid? No
Can it be implied that non=compliant bids will not be considered/accepted? Yes
R: to determine whether contract A came into being (bids being submitted) look at intention of the
parties, breach of Contract A by accepting non-compliant bid, implied terms of only compliant bids:
officious bystander test, contract A is not necessarily a unilateral contract - look to the facts
Harvela Invest v Royal Trust Co
F: secret ballot for offers, L made highest bid; H made a higher referential bid
I: whose bid binds the vendor? L's
R: Fixed bidding sale, H tenderd a referential bid, cannot be accepted
-Offer was unilateral, L accepted and fulfilled the terms by submitting highest bid
-Invitation was clear and unambiguous, must read the invitation in its context - unilateral contracts
cannot have referential bids
Hillas v Arcos
F: Agreement was unspecific re type of timber, defendant declined to allow buyer to exercise option
to buy because too uncertain
I: were the terms too uncertain/vague? No
R: read contract in context of previous contracts, reasonable reliance on previous performance,
consensus ad idem (both parties thought they had a contract), duty of the court to construe contracts
fairly and broadly to make inferences