Invitation to treat→bargain→commercial intent→consideration→Agreement. Meeting of the minds, consensus ad idem.

Mutual intention to enter into bargain each other, hv agreed to terms. OFFER. Intended? Definite? Communicated? Invitation to treat: -Canadian Dyers v Burton, a quote is not an offer, parties must intend to contract -Pharmaceutical Society v Boots, display of goods is an invitation to treat, not an offer to sell Consideration – I give you something or deprive myself of something . Ex. Of Invitation to treat: Newspaper ads Unless ad provides terms of limitations, then offer Ad for auction Unless states w/out reserve &items sold to highest bidder, then offer to highest bidder Call for tenders, Unless specific enough & no more negotiation need then (this is determine thru intention of party +acted in binding process) offer. Unilateral: BINDING to those accepting, accept through performance. V puff, ad hyperbole w no intent to bind. Carlill v Carbolic Smoke. Offer to the world, as long as someone performs, terms not vague. Consideration is the inconvenience sustained by one party at request of other Goldthorpe v Logan, guarantees result even if reckless or rash, consideration→agreement→OFFER: To individual, don’t need all terms, acceptance stipulated Or the world, unilateral, accept by performing

Auction: know other bids, Fixed: don’t Traditionally unilateral: call for tender →invite to treat→submit bid (offer)→bid accepted. Harvela v Royal Trust, obligated to specify the type of offer hes willing to accept Invite to bid, if specific then can be offer if accepting highest bid. R v Ron Engineering leading case,creation of binding process. call for tender +submission +bid acceptance. Creates 2 contracts, A. bound to do work or forfeit deposit and (B). actual work contract, bilateral. C0mmon tendering! MJB Enterprise v Defense Construction, PRIVILEGE clause gives caller flexibility to accept any compliant bid. Business efficace + implied term must be compliant If no privilege clause lowest bid is standard practice If sufficient detail then contract Tendering: law imposes obligations of procedural fairness +aquality on process; fairness, equality, consistence of treatment of tendered bids, compliant tenders v non compliant. ACCEPTANCE Blair v Western Mutual Benefit. Must be communication of offer, not just bare intent of it. Must be clearly directed (not vague). Must be subjective intention to make an offer +communicate the offer, court will determine subjective intention in objective matters. Carwardine v Williams. Motive does not affect acceptance. R v Clarke. Cannot be assent w/out knowledge of offer. Ignorance same as forgetting, snitchvFedeker Butler Machine Tools v Excell, Battle of the forms – which offer gets accepted, where is meeting of minds? Rules: traditional: offer + counter offer. “officious by-Standing”, look at whole and determing.

Tywood inc v St Anne Nackawic. Kaboom! Arbitration clause! Denning: nope. Need notice of 2ndary terms, last shot is last time parties agreed. Livingstone v Evans, counter = rejection of original. Original Cant be accepted now without consent, or court holds on language used. Internet: email, no diff than letter. Shrink wrap, accept when open package, Click, to accept; browse, link to page, agree to cntiue. Pro CD v Zeidenberg. Shrink=wrap, canreturn, acceptance in performance set out by vendor. Modern law says no need for visible terms + conditions, buyer accepts thru conduct, prevents by returning product Dawson v Helicopter, reciprocal obligations, cant stifle/prevent other from fulfilling contract bc u want out. Instinct w obligation, (implied here). Quid pro quo, silence ≠abandonment of contract. Acceptance must be absolute, unequivocal, clear. St John Tugboat v Irving Refinery. Conduct! Acceptance may be inferred by conduct, determined objectively/language Felthouse v Bindley. Silence is not acceptance – no clear terms, consent cannot be inferred. Need more than failure to reject offer Elianson v Henshaw. Return by wagon, offer must be accepted in way stipulated if clear that mode of acceptance is essential term. COMMUNICATION OF ACCEPTANCE Household Fire v Grant, POSTAL RULE, (strict here) offer deemed accepted once offer deposited in post, does not aply when notice is requested by offerree Brinkibon ltd v Stahag Stahl, accepted whe was read/receieved, contract formed in place where accepted communicated by offeror.

Auction: Referential price,

I market ur designs. all this means. 970811 Ont ltd v Cornwell engineering co. Dickinson v Dodds Can’t accept an offer that you know has been revoked Byrne v Van Tien Hoven. Lady duff Gordon. Courts will not CREATE contract! AGREEMENT TO NEGOTIATE. forum selection clause apples for all electronic contracts and is enforceable. Option to renew clause. courts will bias to find K if it is what P + D originally intended. 3. Brantford general hospital v Marquise estate – for court to find consideration must have been agreed upon by the promisor as a condition of or be in return of promisors promise Wood v Lucy. not same as obligation to negotiate reasonably ANTICIPATION OF FORMALIZATION & CONSIDERATION Baritko investments v Kernel Popcorn!we talked but no K as essential terms missing. if ther is consideration. acceptance may be inferred through conduct. Errington v Errington &Woods. as it implies starting a new negitation. conditional acceptance is not acceptance. Price uncertain. In an agreement where terms are to e negotiated in the future. Look to jurisprudence. Determine intent. agreement to agree. silence ≠acceptance. nature +character of subject is time sensitive. **incomplete terms enforceable if prior legal obligation **agreement substantially executed +intended to be binding then court will treat as binding All three cases: IF court cannot find mechanism for determining missing terms (k or context) THEN court will look at objective standards. TERMINATION OF AN OFFER REFUSAL ◦REVOCATION ◦ TIMELAPSE ◦ NONOCCURANCE OF CONDITION ◦ DEATH RULE: before offer accepted offeror can revoke. Option clause binding once enforced.description of goods. offeror may insist on method of communication. RULE 3: cant revoke unilater if partial performance has begun.Foley v Classique coaches. sufficient enough to show duties. Instinct w obligation? Informally expressed? No writing? THENCourt may infer or imply in writing! PAST CONSIDERATION st . court must imply a term that parties will negotiate in good faith! Towards an agreement and such cannot be unreasonably held. BUT if not there. Offer will lapse after reasonable time. terms cannot be implied. BUT agreement to agree is not enforceable.May &Butchek v R.Hillas & CO v Arcos Ltd. specific enough to show intent. price is material term needed. Petrol promise to buy just from me.Rudder v Microsoft. conduct +performance. Govt best effort letter. 1. In order to accept: You must have knowledge. Determine if clear. Mechanism to determine price. there is no K! 2.w ill strive to find a contract if terms can be meaningfully construed. K? yes. exploitive Good faith. no price. (business efficacy). No consideration but formal. one party is total self interest. customs to determine terms. this was his consideration. pledge = bare promise. reliance must be clear. cannot turn a voluntary promise (here it was a gift then dude died) into legal bind K w/out consideration. 3 standards to regulate K law: Unconsciability. Barrick v Clark. Expressly agreed or Implicit Empress towers v bank of nova scotia. K breached. risk therefore cant be revoked. Mechanism for determining price there. Gift. Can be accepted oral unless specified. offerer must intend to make offer before there is one. too bad you never saw terms.tents. permits self interest W regard to other party interest Fiduciary. selfless. postal rule doestn apply to revocation. Arbitration clause irrelevant as there is no dispute on K. price. Terms implied for business efficacy. Subjective. Mannpar enterprises v Canada. market rate. no meeting of minds. context. Wellington City council promise to negotiate in good faith. Court cannot make a bargain not construed. Agreement to agree is not enforceable bc cannot obligate parties to conclude a contract! Wellington City Council. Implied term that he had an obligation to market. cicrcumstance. not the case here. implies reasonable price for the time. post as an agent. Act can be acceptance. enforceable -Deed. is promise to try to reach an agreement – illusory not binding. ie industry. Is it K?yes . How do we enforce a promise? -K. says sometimes can be thru concensus of essential terms or objective means of sufficient certainty by which terms may be determined. prior dealings. he didn’t get the revoke letter in time. Verbal agreements w all material terms is enforceable. Language key. and uncertain – NO CONTRACK. is ok . 1 nations K w Crown. enforceable -Estoppels Dalhouse college v Boutilier Estate. act of forbearance (promise ther of) promise is given for value. not vague. Under assumption deal on. Look @ prior acts of perforrmace bn parters & customs in trade. done in a way as to destroy though of being bound RULE2: knowledge of revocation nulls offer. clear terms. EXCEPTION: postal rule. 1. 2. no K or duty to negotiate. of 3 years. VAGUENESS R v CAE.

Tried to argue roffery. 1. moving from promise. Once adopted by B. B has to give consideration. TEST COMES FROM HERE: Must have pre-existing duty • Suspension of legal rights through promise • The promise relies on this to their detriment • Promise made in good faith • Shield not a sword. Either way accountable. intended to affect legal rtp bn parties. consideration must be of value in eyes of law. A promise to perform or performance of a prexisting contractual duty already owed to the contractual promise does nto constitute good consideration to support another promise to the same promise. understood payment will be made. waived were inequitable to do so. Great Airport Authority Inc v NavCan. Thomas v Thomas. Consideration can be forbearance. no new contract. I had reasonable belief in claim PREEXISTING DUTY. Subsurface Surveys Indulgences are not promises to which the doctrine of promissory estoppel would apply. not abou value. Benefit of work done on time. Payment of lesser sum on the day of satisfaction cannot be satisfaction for whole BUT payment of a lesser sum before the day & acceptance of such may be satisfaction of the whole. A promise of a post contractual modification even though not supported by consideration may still be enforced so long as the promise was not procured under economic duress. Callisher v Bischoffsher. A moral obligation does not constitute good consideration. A by conduct or words makes promise/assurance to B. there must be a promise by either words or conduct. Denning said unilateral and performance is acceptance. agreed. everything stayed the same but the price. u married. A cannot go back and revert to previous legal positionwithout notice as if no promise/assurance had been made. a contract already exists w C. B owes $ to C. If requested. Re Selectmove. A purchases PRIVITY (right to sue). Act done before a promise is made CAN be good conisderaiton where act was requested by the promisor + understood payment will be made Only promise w sufficient consideration will be enforced. doesn’t give him. will not be allowed to enforce them where it will be inequitable for the person! If a party in a contractual rtp waivesdeadline and the other relies on the waiver then the party cannot enforce that contractual right. • In equity. Airport under duress Pinnels Case. STATUTORY DUTY Ward v Bynham. When varying a contract there must be new consideration Williams v Roffey. 2. Satisfaction. An existing contractual duty of performance owed to one party is good rd consideration to support a contract w 3 party Pao On v Lau Yiu Long. pay me. Practical benefit to . is the execution of the promised performance which must be good/valid consideration. suspension of rights and not full extinguishment can reassert w notice John Burrows v. PROMISSORY ESTOPPEL Hughes v Metropolitan Railway. and wont pay damages to owner. courts find teat circumstances hv changed enough for new consideration ACCORD AND SATISFACTION Accord: agreement to accept some other promised performance than the one originally contracted fo r after promisor has fully performed on his performance. no rescind. look at it from past consideration being valid view. Foakes v Beer. existing statutory duty is sufficient consideration. 3.Eastwood v Kenyon. the fact that you agree then walk away and engage in new contract is sufficient consideration. Introduces novation. Central London v High Trees. about you offering to let her stay – valuable to law. Consideration past and voluntary. an act that is consideration in and of itself. Claim is reasonable in itself not vexatious or frivolous. . This is not novation. or payment of part in diff place.For promissory estoppel to apply. claimant has honest belief they have valid claim+ fair chance of success Not concealed any fact. A promises B. says I will perform contract w C. leading one to think that they right of the party will be enforced or kept in suspense. Lord Scarman says. courts looked for and found consideration in freedom to choose which parent. Only $1 for rent. and its effect must be clear and unambiguous. this is not about debt therefore cant apply practical benefit in case of old debt. Gilbert Steel v University. Parties understood promise to be renumerated. which to other claimants knowledge might affect the validity of claim Consideration – I didn’t sue. C says I wont sue if you give me $600. Payment of a lesser sum on or after the date cannot be satisfaction of the whole sume as there is no benefit to the creditor therefor NO CONSIDERATION. not good consideration. Lambleigh v Braithwait plz petition pardon to king for me? ACT requested by promisor. Court holds that you didn’t intend to rescind the contract. Act promise done at request of promisor. Shadwell v Shadwell. I educated her. the person who otherwise would enforce the right. If parties enter a contract after the contract by their own consent enter a negotiation. Except under seal no consideration but still enforced. Renumeration must hv been legally enforceable Stilk v Myriack sneaky pirate. Navcan not freely given.

Lenson v Lenson. Td Bank v Leigh Instruments. but cant cuz not part of it. Robichaud v Caisse Populair. td prepared to take risk. specific parties. tio dies. just words. Parties can specifically exempt their agreement from having legal effect if they use appropriate language to attain their result. u need pre-existing legal duty for PE. bank agrees to take less than you don’t hv to def’n for PE! Although this looks like more accord n satisfaction. family – not legally bound. BUT court finds QUANTUM MERIT claim. so why father in law. Beswick v beswick. (legal doc. then vender wants out (price of retail rockets). Waltons stores v Maher. Letter of comfort is not guarantee (more weight than motherhood statement) intended for reassurance to the creditor witout parent being legally bound. Historically enacted to prevent fraud. Nephew does. provender is the groom Tweedle v Atkinson. Dunlop v Selfridge. Clause says we don’t intend to be bound. price  Joinder  Timing of creation of the memo. estoppels as a sword. says that the acts relied upon must be related in some way w the land. court establishes reasonable notice +retract. bare promise. Saying would be unconscionable to back out. Dad said hed give it to me for 100gs. write it in a K. Farm is awesome cus u promised me it.the presumption can be rebutted w appropriate evidence Rose &Frank v JR Crompton. Containing:  Contents. related to dispossession of property. Equity can intervene here w application of part performance! dynamic transfer v OK detailing agree in writing. Court says nephews act to be unequivocal in nature to final sale of home t/4 cant enforce contract. defence only. Laskin says words under seal. Only parties to K can sue. Sick wife. Tires sold to warehouse. property. then to store. informal or conduct) Combe v combe. dad of groom. lives in it and pays low rent. Store doesn’t do what tires watns. plus he couldn’t’ve sued his dad if his dad didn’t pay. goes against consideration PE cannot be action alone. PE cannot be applicable when extracted by intimidation. Balfour v Balfour. hubby pays 30 a month. Dissent important here. son tries to sue on K. YOcant back out now! Allow PW as sword. PRIVITY Idea that if someone is not party to a contract the cannot enforce it nor sue to it Provedor v Wood. divorce. no will no house. Covers guarantees and disposition of real property or land. wont travel. diff perspective is all. Waiver test. No other explanation for his conduct but this. dad of bride says I will pay groom $20 but doesn’t@ here court says there’s no privity. Does tia hv privity to sue? Not as herself. 2. Other extreme. Court says no intention to create legal rtp. no seal. Íll give you 300. but has no privity not a party to K bn dew and selfridge. take it or leave it. COURT allwed saying we have an informal contract for lease otherwishe M wouldn’t hv built. Court says. Cant ask for due justice w durity hands. cannot be enforced. no reliance. QM claim based on principle of restitution to avoid unjust enrichment Acts or part performance. Love is not a sufficient consideration. Need a memorandum in writing. 1/10 kids wants house. Deglman v guarantee trust co. Dunlop sues for injunction. Court goes in the middle. U cant sue parent company. Thompson v Guaranty Trust.  signature of the party. Royal bank v Kiska. Saskatchewan river v Maritime life. INTENTION TO CREATE LEGAL RELATIONSHIPS. nephew cares for aunt. Rights waivedfor renewal date – court says inadequate to terminate without notice. she dies. Uncle sells business if he pays him allowance and then his wife when he dies. your business ppl. bro guarantees. No stranger of the contract can take advantage of the K although made in his belief. Look at Delgman for test: he would not have done it for unequivocal acts of part performance in furtherance of the contract and no other reason!. Petridis v Shabinsky. Both must be freely given +intended. description enough to satisfy SOF>not vague. unequivocally referable to alleged contract for the sale of land take the situation outside the application of the statue of frauds. He gets the farm (against SOF!!) Steadman v Steadman – doesn’t overrule Thompson. doesn’t pay tia. Argues vagueness. gives what he deserves $. material term. she wants $30. There is a presumption in contracts bn family that a contract is not intended to have binding effect. u knew what u were doing and what you wanted. not interchangeable and just anticipatory formality an cannot substantiate for seal STATUTE OF FRAUDS Impose limits on enforceability of certain “important” contracts. should’ve asked for guarantee. dad says ya right. spouse. If you want equitable relief u must do equity. the party waiving has to knave full knowledge of rights.we will pay u if u marry.D+C Builders ltd v Rees engineering. now ur dead and they wont give it to me. Court says no. Here doesn’t require unequivocal act. yes as estate of late . Party have to have unequivocal + conscious intention to abandon these rights.

Fraser River v CanDrive Services. et al. no subrogation clause. bc did not guarantee work of EC (engineers). try to sue C. More difficult to extend benefits of a limitation of liability clause to an individual contractor as it would be more difficult to establish intention.tio. Where the limitation clause extends benefits to employees who seek to rely upon the limitation clause. pc of privity doctrine. look at nature of rtp bn ee and er. f contractedto not sue C. C says no. Privity not ok for employee seeking protection of employer R employees inc in liability K? ask intention of K to include employees. fr ‘s insurance covers. The employment exception in London drugs based on intent of the parties. Edgeworth construction v ND lea and associates.BC clause only covered province of bc. CD sinks FR’s boat. Cant get damages but. If NOT look at nature of rtp bn employee and employer. must be acting in course of employment and were performing the services provided for in the K by employer +plaintiff when loss occurred. right of insurance to sue the bad guy. employees have a duty of care through tort. Is there an identiy of interest. can sue for specific performance! PRIVITY IN EMPLOYMENT SUBROGATION. Court holds that engineers owed an independent duty in tort. . K bn bc and EC. BC had no intent to hold EC in their K with ND. Cannot take advantage of limitations of liability act in employersK unless sign to it. London Drugs v Kuehne & Nagel. what was commercial practice? LIMITATIONS TO PRIVITY. I am no privy to this K. Subrogation. not the status of worker.