Offer Cases

Question 1

What is the case about old oats?

Answer 1

Old oatsssmith Smith v Hughes
Offer is judged objectively. Would a reasonable man conclude that the parties intend to be bound, regardless of their actual, real intentions?
Contract not valid where deception present.
Case turned on a fine distinction - he wasn’t duping as he didn’t know of C’s belief when he represented, he simply didn’t correct C on his mistake (mistake was made post-representation - sample). D was aware of C’s belief, but the contract wasn’t for OLD oats. It was for oats. So they were ad idem, even though C had made a mistake.

Question 2

What is the case about horsebeans?

Answer 2

Rose v Pim. A horse named Pim with with rosey beans.
Contract referred to horsebeans, when should’ve stated feveroles. The action failed - the contract was for horsebeans as stated.
Denning: support for objectivity when assessing if offer valid.

Question 3

What are the three cases on snapping up?

Answer 3

Hartog v Shields
Chwee Kin Kong v Diginandmall.com
Centrovincial Estates

HDC

Question 4

Case on argentine hare skins? Point of law?

Answer 4

Hartog v Shields. Warthog-like hares. Shields weigh a pound (per piece)
Price per pound given, should’ve been price per piece.

Subjective knowledge of an error defeats the objective appearance of agreement. Snapping up. Not ad idem.
Snapping up applied since was a FUNDAMENTAL term of the deal (price).

Question 5

Which case would you compare Hartog v Shields to? Why?

Answer 5

Smith v Hughes
This was a mistake as to motive, whereas Hartog was a mistake to do with a fundamental element of the contract, hence snapping up was applied.

Question 6

Diginandmall.com - what was it about?

Answer 6

Snapping up.
Laser printers.
The state of mind of snappers is crucial (they have to know they’re doing wrong).
For snapping up the mistake also has to be one to do with a fundamental term of the contract so the parties are not ad idem.

Question 7

What was Centrovincial Estates about?

Answer 7

Snapping up.
Landlord put the wrong price on the agreement. Centrovincial ESTATES.
This was an extension of the basic rule for snapping up: would a REASONABLE PERSON believe a mistake has been made (not the defendant themselves). Importing objectivity into the test for snapping up. The mistake still needs to be one going to the root of the contract - a fundamental term.

Question 8

What is the effect of Centrovincial Estates?

Answer 8

It mops up the law. It means snapping up can be reconciled with Smith v Hughes and Rose v Pim.
Due to the objectivity imported into the distinction. It can be reconciled because the mistake in these cases is made by the seller and is a mistake over a fundamental term of the contract.

Question 9

In which case was there an advert for a wild bird? What was the point of law?

Answer 9

PARTRIDGE v Crittenden

Adverts are invitations to treat. (It was an offence to offer wild birds for sale, so D got off)

Question 10

Case about a flick-knife in a shop window? Point of law?

Answer 10

Fisher v Bell. Flicky Fisher with knife made out of same material as a bell.
Display of goods = invitation to treat, regardless of the ‘on offer’ sign.

Question 11

What did Lord Simons have to say in Fisher v Bell?

And Lord Parker? Why did they go ahead anyway?

Answer 11

Simonds : a naked usurpation of the legislative function under the thin guise of interpretation.
Parker: reluctant to give the judgment, given the absurd result.
Reason : necessary to preserve certainty in contract law.

Question 12

Case about wine lists? Point of law?

Answer 12

Grainger v Gough
Gough with a cough from drinking too much wine.
Wine list was an invitation to treat, but there is a ‘manufacturers’ exception’ - would constitute an offer if selling in industrial quantities
Reason: don’t want everyone to be able to sue.

Question 13

What is Treitel’s comment on Grainger v Gough?

Answer 13

Would a price list sent on request to a single customer constitute an offer rather than an invitation to treat? Probably.

Question 14

Pharmaceutical society v Boots. What was the point of law?

Answer 14

Offer made when good presented at the till. Idea = to further trade. It has to be made to work in legal terms.

Question 15

What’s your case on timing?

Answer 15

Thornton V Shoe Lane Parking
Thornton couldn’t tie his shoes in time.
Car drove up to car park. Notice saying no liability. Light. Ticket with exclusionary words (referring to notice).
Exclusionary term not incorporated since came after contract formed, so can’t modify it.
There can be no acceptance without conscious choosing, invitations to treat have no legal status.
Particularly onerous clauses also need more to incorporate them.

Question 16

Deckchairs case? Point of law?

Answer 16

Chapelton v Barry.
Barry’s really tired and needs a rest.
Deckchairs were the offer, sitting down was the acceptance. So words on the ticket couldn’t amend the contract since it came after the contract was formed.

Question 17

Main case on unilateral contracts?

Answer 17

Carlill v Carbolic Smoke Ball Co
Offer to whole world (though this isn’t the definition of a unilateral contract - that’s where an offer is made conditional on performance by the recipient). A PROMISE FOR AN ACT
So conditional on performance of an act, rather than the transmission of acceptance.

Question 18

What is the tension in unilateral contracts?

Answer 18

The offeree is never bound to the offer or - he can stop performance at any time. They’re never really ad idem. Only bound to each other when the act has been fully carried out.
Cf. freedom of contract in bilateral contracts where the parties can agree what they like.
Unliateral contracts are more like INDUCEMENTS

Question 19

What’s a good adjective for bilateral agreements?

Answer 19

Synallagmatic.

These are the exchange of promises. They promote certainty. Parties are exalt bound in law.

Question 20

Which case would you use to highlight the fact that issues of contract timing are less critical when contracting over land?

Answer 20

Harvey v Facey
About face turn when it comes to land.

Bumper Pen Hall
More about certainty and completeness of offer. So threshold raided for land contracts.

Question 21

Which case highlights that more formality is needed when concluding land contracts?

Answer 21

Clifton v Palumbo
Clifton wrote a load of mumbo-jumbo to Palumbo.
Wrote letter without legal assistance concerning the price of the estate, was held to be an invitation to treat (preliminary statement to price) rather than a formal offer.
Doesn’t matter if they use the word ‘offer’.

Question 22

Gibson v Manchester CC - what was it about?

Answer 22

Council changed political control amidst a sale of a council house.
‘May be prepared to sell’ was held to be an invitation to treat, the council did not intend to be bound by this letter. No contract had come into being.

Question 23

Who took the narrow view (that C’s letter was a request for further info and the council”s response was a response to this, so not an offer) in Gibson v Manchester CC?

Answer 23

Lord Edmund-Davies in HoL - he said it was exploratory since there was a possibility of a reduction in price.

Question 24

Who was looking for a cake (broad view) as opposed to the HoL’s search for whether the ingredients had been placed into the mixing bowl in the correct sequence?

Answer 24

Denning in the CoA
Look at what was going on. The council obviously wanted to sell the house to C. In material terms there was agreement.

Lord Geoffrey Lane in HoL also preferred this view in his dissent. Said Gibson’s reply was a counter-offer since he wanted to change the price

Question 25

In the broad v narrow debate in Gibson which view do you prefer.

Answer 25

The broad view. Once you take into account that the council’s response was made by an official (I.e. Without legal assistance) it can be seen that the parties were essentially ad idem. The broader view should be taken to uncover the reality of the situation.
An official used the word ‘may’ as it otherwise wouldn’t make sense pending Gibson’s reply - it wasn’t meant to reflect their willingness to contract! So the narrow view is gainsaid by earlier dealings (the invitations to treat)

Question 26

Which case would you use to contrast/compare with Carlill v Carbolic Smoke Ball Co?

Answer 26

Lefkowitz v Grant Minneapolis Surplus Store

In this case it wasn’t an offer to the whole world, it was the first to arrive with $1

Question 27

Which 4 cases would you use for auctions?

Answer 27

Payne v Cave
Wallow v Harrison
Harris v Nickerson
Barry v Davies

Question 28

What is the offer in an auction and what is the acceptance? Case?

Answer 28

Offer = place bid
Acceptance = hammer falling (can withdraw at any point up until acceptance)
This is now statutorily codified in the Sale of Goods Act 1979 (s.57 (2))
Payne v Cave
A Payne in the auction cave.

Question 29

How are the contracts structured in auctions?

Answer 29

Unilateral offer made by the auctioneer to hold an auction - this is collateral to the main, overarching agreement.
Then bilateral contract once the hammer has fallen (between seller and buyer)

Question 31

Which case was about an auction for a horse without a reserve price? What was the point of law?

Answer 31

Warlow v Harrison
WarLOW and HIGH in the race for the hose at auction

Auctioneer had offered to hold an auction without reserve - this is a unilateral contract. This was breached when he refused the highest bidder (the horse’s owner) since he would not be selling to the highest bidder as wouldn’t be without reserve.
This was allowed as there was only one person who could potentially sue (the highest bidder) so ok on the policy front

Question 32

In which case did the auctioneer break the unilateral, collateral contract? Was it allowed?

Answer 32

Harris v Nickerson
Nickerson wasn’t nicked
Furniture removed from a without-reserve auction
Policy reasons - the whole world could’ve sued if the auctioneer was to be held liable for the breach.

Question 33

In which case did the auctioneer break the unilateral contract in an auction and damages were awarded?

Answer 33

Barry v Davies
Highest bidder suing (so no policy implications)
The damages were the value of the bilateral contract, had it been performed.

Question 34

Which three cases for tenders?

Answer 34

Spencer v Harding
Blackpool v Fylde
Harvela Investments

Question 35

Are tenders an invitation to treat or an offer? Case?

Answer 35

Invitation to treat! They’re not like auctions without reserve.
Spencer v Harding
Spencered tendered hardened.

Tenders where highest bidder wins, but then D refused to sell. This wasn’t a unilateral contract like in auctions, so no breach. It would have been different had the advert expressly stated that the highest bid would be accepted (this would’ve called for a unilateral contract device)

Question 36

In which case was it stated that offers submitted to the requirements of the tender must be CONSIDERED?

Answer 36

Blackpool v Fylde
Fyne, but you have to consider coming to Blackpool with me
Council made mistake and didn’t consider a correctly-made offer (got damages)
Reason : Bingham: the tender process is heavily weighs in favour of the invitor. Easy to ask for tenders, but can be time consuming and costly to put one together)
So. This is an quasi-exception to the rule in Spencer v Harding. Here the invitation to submit offers is a unilateral contract (the other party is agreeing to consider them). The council breached this.

Question 37

What were the damages in Blackpool v Flyde?

Answer 37

Loss of chance. They got the value of the contract x the probability they would’ve succeeded.
It could alternatively be reliance loss (cost of putting the bid together)

Council’s advert of tender was an invitation to treat for the purposes of the substantive contract, but there IS a collateral contract accepted by all those who submit bids. The other invitor unilaterally contracts to consider the offers submitted.

Question 38

What is a referential bid? Is such a bid valid?

Answer 38

Harvela Investments v Sir Leonard
“$2.1m or $101000 more than the other offer, whichever highest”
The specification of the tender process stated referential bids were invalid. So when the council accepted this bid it broke the unilateral, collateral contract (I.e. To accept the highest bid, since it was expressly stated they would do this)

Question 39

What is the contractual format of tenders?

Answer 39

Generally tenders are invitations to treat
But they will become unilateral contracts if expressly state you will accept the highest bid (Spencer v Harding vs. Harvela Investments)
Unilateral contract to consider bid submitted to the requirements of the tender (Blackpool v Flyde)

Question 40

What is the effect of a counter-offer? Case for this?

Answer 40

It terminates the original offer
Hyde v Wrench
Wrenching the original offer from existence
This is the narrow view
The broad view would be to see the buyer and seller in effective agreement. Is convention a victim of its own formalism?
Sale of farm 1000? 950? Acceptance of 1000. No contract as 950 wiped 1000 offer.

Question 41

What effect will a request for further info have?

Answer 41

None. Original offer remains intact
Stevenson, Jaques v McLean
Stevenson’s reply was an acceptance (McLean had sold to another so he owed damages for breach.
The context here is important - VOLATILE market

Question 42

Which three cases say the last counter-offer will prevail?

Answer 42

ABT
Arthur Crutchley
He’s broken his legs making counter-offers so many times he’s on crutches. The crutch prevails.
Battle of the forms. Whose terms were to govern.

Butler Machine Tool. 1st offer had prospective binding, but then buyer signed tear-off slip with counter offer.

Tekdata - tried to say their terms would govern throughout relationship. Court disagreed and took the line of ordinary offer, acceptance analysis.

Question 43

When is it ok to withdraw an offer?

Answer 43

Up until the point that acceptance and consideration has been given.
Routledge v Grant.
Grant the contract on a (Rout)ledge of consideration.

Question 44

When is it not ok to withdraw an offer prior to acceptance and consideration?

Answer 44

Option contracts.
Mountford v Scott - paid £1m to keep the option to buy open for 6 months. Revoked it so option contract broken.
It takes time to Mount the money for the Ford

Question 45

What do you have to do to withdraw an offer?

Answer 45

Effectively communicate it to the offeree!
Byrne v Van Tienhoven
Tienhoven Tinplates and a changeable mind.

Question 46

Which case was “He’s offered it to someone else” held to be clear enough for the revocation of an offer? Who. Was making this revocation?

Answer 46

Dickinson v Dodds
Doddery Dodds not very clear but the courts took pity on him
A third party may communicate the withdrawal of an offer, so long as it is clear. Offeree unable to accept if clear in his own mind that the offer no longer exists - not ad idem so effective withdrawal.

Question 47

What’s your case on the revocation of a unilateral offer? (I.e. That it has to be revoked in the same way it was made to be effective)
What is this rule called?

Answer 47

Shuey v US
Reward for the criminal arrest of suspects, had been revoked in the same manner it was made, it just hadn’t come to Shuey’s attention.
Equal Notoriety Rule.

Question 48

Can an offer lapse?

Answer 48

Yes if not accepted within a reasonable period of time (or within the prescribed period of time). What is reasonable depends on the circumstances.
Ramsgate Victoria Hotel v Montefiore
Montefiore! That took a while!