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Contract lawOffer & AcceptanceIssue: Whether it is an offer.Offer - is a statement of the terms made by one party (offeror) to the other party (offeree).To prove offer, it is necessary to establish that there is:1) Offeror must have an intention to be legally bound once it accepted;2) It must contain certain definite terms.3) It must communicate to the offeree.Invitation to treatHow to identify offer / invitation to treat?1) Intention of the party making the statement. No intention to be legally bound=Invitation to treatGibson v Manchester City Council Occasions when intention to be legally bound on display goods=OfferE.g. A display goods with statement “Crazy sale of $1 to first customer next Sunday”.* 2) A customer does not make any offer to purchase when he/she inspects the goods. Good display in a shop window/shelves/supermarkets=Invitation to treatCustomer make offer only when taking the goods to the counter for payment.Cashier/shopkeeper decide whether or not to accept the offerThe cashier may reject customer if the good are out of stock/ defective/othersPharmaceutical Society of Great Britain v Boots Cash ChemistsAdvertisementGeneral rule: Advertisement is regarded as =Invitation to treat.Partridge v CrittendenException: Unilateral contracts or “an offer to whole world”Carlill v Carbolic Smoke Ball CoTenderA request for an organization to submit tenders =Invitation to treat(一間公司提交標書給招標公司)Exception: Unless it is couple with a promise to accept lowest/highest tender.Spencer v HardingAuctionAdvertisement of an auction, display a lot of an auction=Invitation to treatBidder to make offer, and auctioneer decide whether accept or not.Payne v Cave* Certainty of the offerA contract must be contain the basic terms of the relevant transaction.Price -How much is the goods I am going to sell you?Chu Yu tin & Others v Lo Kwok HungProperty -How many goods I am going to sell you?Court are try to save the commercial agreement when contract have been performed. Court refers:s.10 Sale of Goods OrdinancePrice determined by the course of dealing between parties.If price have not set, it must pay reasonable price.因為法院想保持商業協議, 所以可能offer 會由法院修改。-Past transaction between parties.-Industry customs.-Legislation.-An arbitration clause.Communication of the offerRevocation of offerThe offeror can be revoked the offer at any time before acceptance.No contract has been formedPayne v CaveException: If the offer is irrevocable or irrevocable within a certain periodCannot be withdraw at the periodNotification of order need not be communicated personally by the offeror.It could from third party. (可以由第3方去代offeror取消offer)Dickinson v DoddsIf the offer does not set a deadline for acceptance, the offer still can be revoke at any time before acceptance, unless the offeree provides consideration to keep the offer open.Provide consideration=Broken the contract and compensate offereeNo consideration to keep=Revoke at anytime is fine.Routledge v GrantCounter offerCounter offer - is a new proposal made by the offeree in respond to the offer Counter offer=Rejection of the original offerTherefore, if offeree provide counter offer, it is reject of the offer, the offer no long exist.The offeree cannot then accept the offer afterwards.Hyde v WrenchRejection of the offerIf the offer is rejected by the offeree, a contract would not be formed. Offeree ask offeror payment method=only inquiryNo rejection/ No acceptanceMay accept offer afterwardsStevenson v McLeanOffer - DeathThe death of offeree or offeror before acceptance would normally terminate the offer. Offeror death. =the offer cannot be accepted once the offeree knows the death.Fong v Cilli Offeree death=offer will normally terminate Unless there is a option that the offer would continues alive after deathCarter v HydeAcceptanceIssue: Whether there is an acceptance.To prove there is an acceptance, it is necessary to establish that the accept of offeree is:Unconditional;Final;Clear assentto the original terms of the offer.UnconditionalUnconditional means the offeree do not accept the offer when he said “ is subject to condition”. No contract would be formed. Lung Yuk Lun v Gratefulfit Industrial Ltd.Even the condition is agree by the party, but it would not effect until its operate.Pym v. CampbellFinalIf agreement is said “subject to contract” (受合約限制), it would not be a final agreement.No contract between parties. Darton Ltd. v. HKIDL2001A provisional agreement before contract in the sales and purchase of land is a binding contract.Until parties replace a new one.Yiu Yu Ping v. Fong Yee LanClear assentThe assent of terms of offer must be clear.即係唔可以話是旦啦.求其啦一定要話 我同意.就好似結婚咁.要認真同意先有效.If three requirements are fulfill. Thus move to communication of acceptance.Communication of acceptanceAcceptance must be communicated with the offeror.No contract is formed until offeror know that the offer has been acceptance.Powell v LeeTherefore, silence is not sufficient to be proved. Exceptions: Postal rulePostal rule only applied on acceptance (no useful on revocation.)The acceptance of the offer has been sent through medium of Post Office, the contract will be the moment it is posted.Adams v LindsellExceptions of postal ruleIf there is a consent of offeree and offeror that.Written is not prescribed as a acceptance ways of the offerThen Postal rule is not acceptable. If the offeror is made clear beforehand that she/he would not be prepared to be bound until the offeree accepts the offer by written notice. Holwell Securities v. HughesExceptions:Waiver of communication of acceptanceThe terms may expressly or implicitly to give up the communication of acceptance with offeror.即是不用回覆此郵件, 有興趣請帶同現金去xxx報名。If the offer can accepted by conduct, then the offeree does not need to notify the offeror in advance.Carlill v. Carbolic Smoke Ball Co.案件中carlill 因為吃煙身體不舒服,carbolic用電視向廣大市民公開offer, 吃完不舒服可以退款, 但之后carlill去退款不獲受理, carbolic話這只是廣告. 當然.這算是公開offercarlill 自己accept 呢個offer. 並唔需要同offeror 溝通.Acceptance offerors faultIf the fault is due to offeror, the offeror does not know that the acceptance was accept by the offeree. The offeror cannot deny the acceptance that the offeree has been communication with him.E.g. Written acceptance to offeror place. Offeror just take on desk and did not see. Acceptance is valid, and offeree cannot deny the offerees proper communication of the acceptance.Acceptance offerors authorize agentIf offeror authorize an agent to receive the communication of acceptance, then the acceptance take effect even acceptance is communicated only with agent.Methods of communication of acceptance1. If offeror insist a particular method of communication of acceptanceofferee must followed.2. If offeror only recommend a method of communication of acceptanceallow other methods better than the recommend method.3. If no mention the communication methods of acceptance reasonable methods is ok.When acceptance takes effectAcceptance takes effect when and where notice is received by the offeror.Instantaneous communicationTelephone A contract is formed when acceptance of an offer is instantaneously communicated.Simple words, if the offeree knows acceptance may not take effect repeated it. Otherwise no acceptances, no contract.If the offeree did not know the acceptances dont take effect offeror know Acceptance doneIf the offeree did not know the acceptances do not take effect no contractEmail always delays, but it can refer normal rule.Message delay by third party.the intention of the parties, -sound business practice,-judgment where the risk shall lieIf msg sd during business hours. deemed to have been received even offeror did not see.Tenax Steamship Co Ltd v Owners of the motor vessel Brimnes (The Brimnes)If msg sd after business hours Msg received on next day.Schelde Delta Shipping B.V. v Astrate Shipping Lt