Offer and Acceptance

Offer and Acceptance

1. FORMATION OF CONTRACT

   • Pre-Contractual phase
     • British Steel Case
       • Held -- there was no contract, they had failed to agree a price and the issue of liablity. HOWEVER did extra-contractual cause of action restitution
         • NB/ Ball contends in LQR 1993 - law should take a more flexible approach however Andrews says this would ruin freedom of contract.
     • RTS v Muller
       • there was a 'subject to contract' bar --> SC held that where the parties completed 3/4 of the tasks they implicitly waived StoC bar.
         • Lord Clarke - says StoC is not always conclusive - may find a contract where (i) significant performance (ii) loose ends tied up.
   • Agreements prior to formation of contract NB English law X recognise 'good faith'
     • Walford v Miles
       • Good faith would be too vague and would require the courts to inquire - drenched in subjectivity.
         • Could have a 'lock out' clause if period is fixed.
   • Main aspects of proposed transaction
     • Queensland Electric v Hope Colleries
       • 15 yr supply contract - said after 5 years provisions shall continue - tried to argue that this was no more than an agreement to agree - held OBJ.
   • ANCILLARY AGREEMENTS
     • Petromec v Petroelo
       • suggests a 'built-on' negotiation clause may be valid.
         • Longmore LJ --> says (i) uncertainty (ii) termination (iii) diff to assess loss HOWEVER if this is ancillary certainty is dealt with in main agreement

2. OFFER

   • Clear unequivocal willingess to be bound upon the offerees acceptance
     • Contrast - INVITATION TO TREAT
       • British Pharmaceutical v Boots - held that taking off shelves not acceptance at most it is an offer to the cashier.

3. ACCEPTANCE

   • (i) Awareness of the offer Taylor v Allon - offered temp insurance and didnt know
     • (ii) Must not have forgotten about the offer Gibbons v Proctor
       • NB/ action does not have to be in response to offer Williams v Carwardine - told them information so wouldn't go to hell on death bed.

4. Sequential analysis Gibson v Manchester CC

5. PROBLEM OF SILENCE

   • Felthouse v Bindley - silence will not suffice, vulnerable and equivocal.
     • Rust v Abbey Life - failed to cancel insurance for 7 years - held acceptance
       • Nissan v Nissan - Exchanged Faxes , delivering CofA held actions spoke as loud as words