PART B

MODULE 2
OFFER AND ACCEPTANCE
 DEFINITION OF CONTRACT

S.2(h): a contract is an
agreement enforceable by
law.
AGREEMENT: S.2 (e)
every promise and
every set of
promises, forming
consideration for
each other.
 OFFER
PROMIS
ACCEPTANCE E
CONSIDERATI
ON
AGREEMEN
T
CONTRACT
ENFORCEABIL
ITY
 OFFER / PROPOSAL

S.2(a)- When one person signifies to another

his willingness to do or to abstain from doing
anything, with a view to obtaining the assent
of that other person either to such act or
abstinence, he is said to make a proposal.

Expressions of The willingness

willingness to do must be
or abstain from expressed with a
doing an act view to obtain the
assent to the
 DEXTER DEE DEE

Dexter makes
an offer to Dee
Dee

OFFEROR / OFFEREE /
PROMISOR PROPOSEE
I have a plan to
marry you by
Yes!!!! I
next month accept
WILL YOU MARRY
ME??
 Wow!!! i am
I wish to sell ready to
my bike to a buy your
friend bike!!
GREEN ACRES FARM (Ltd)
vs.
HADDON MOTORS (Pvt)
1983 (1) ZLR 17 (SC)
 TYPES OF OFFER

GENERAL OFFER

SPECIAL/ SPECIFIC OFFER

CROSS OFFER

COUNTER OFFER
STANDING/CONTINUING/ OPEN
OFFER
INVITATIO
N TO
OFFER
 INVITATION TO
OFFER/TREAT/NEGOTIATE

OR

OFFER TO CHAFFER
INVITATION TO OFFER = COME,
LETS NEGOTIATE

An indication of willigness to make offers

An act precedent to making an offer.

Bank of India vs Swarankar, AIR 2003

SC 858
TEST FOR DETERMINING
INVITATION TO OFFER

PURE
INTENTION
HARVEY vs FACIE, (1893) AC 552
Facts
Facey was previously engaged in negotiations to sell
the land to Kingston

1. Harvey Will you sell us bumper hall pen?

Telegraph lowest price
2. Facey Lowest price for bumper hall is $900
3. Harvey We agree to buy bumper hall for the sum
of $900 asked by you.

Harvey sued for specific performance of this

agreement and for an injunction to restrain the town
of Kingston from taking conveyance of the property
PROCEDURAL HISTORY
Trial court dismissed the action
on the ground that the
agreement did not disclose a
concluded contract

Appealed by plaintiffs, Supreme

court of Jamaica reversed the
decision

Defendants appealed to the

Issue
Was there an explicit offer from Facey
to sell the land for $900 to Harvey?

Rule
An offer CAN NOT be implied by writing.
It can only be concrete and soundThe
appellants cant imply that Facey made
an offer when he, as a matter of fact,
did not make an offer.
Reasoning
(from Harvey) 1st question was willingness
to sell, 2nd question asks the lowest price.

Facey only replied to the second question in

regards to the price.

Harvey treated his response as an

unconditional offer to sell them the price
namedOnly binding aspect is the lowest
price in regards to a contract being formed.
Agreement could have ONLY been legit if
Facey responded to the third telegram from
Harvey.
Reversed, judgment to the trial court in
HARVEY vs FACIE, (1893) AC 552
Above
principl
e
followe
d

Mc PHERSON v APPANA, (AIR 1951

SC 184)
FISHER vs BELL , (1960) 3 All ER 731

PHARMACEUTICAL SOCIETY OF GREAT

BRITAIN vs BOOTS CASH CHEMIST Ltd,
(1952) 2 QB 795

HARRIS vs NICKERSON, (1873) L.R 8 QB

286
 OFFER / INVITATION TO OFFER??

1.Menu card of restaurant

2.Price tags attached with the goods
displayed in any showroom or
supermarket
3.Job or tender advertisement inviting
applications for a job or inviting
tenders
4.An advertisement for auction sale
5.Issue of prospectus by a Company,
an education Institution
6.an announcement of a scholarship
 INTENTION TO
CONTRACT

An offer or acceptance
should be made with the
common intention of
creating a legal
relationship
Contracts must not be the sports of an
idle hour, more matters of pleasentary
and bandinage, never intended by the
parties to have any serious effect
whatsoever it is not every loose
conversation that is to be turned into a
contract, although the parties
COSTIGAN, CASES ON
may
seem to agree CONTRACTS, 3 edn
rd

BALFOUR vs BALFOUR, (1919)2 KB 571

BALFOUR vs BALFOUR, (1919)2 KB 571

Facts
Mr. Balfour (D) and Mrs. Balfour (P) lived in Ceylon
and visited England on a vacation. The plaintiff
remained in England for medical treatment and the
defendant agreed to send her a specific amount of
money each month until she could return. The
defendant later asked to remain separated and Mrs.
Balfour sued for restitution of her conjugal rights
and for alimony equal to the amount her husband
had agreed to send.
Mrs. Balfour obtained a decree and five months later
was granted an order for alimony. The lower court
entered judgment in favor of the plaintiff and held
that the defendants promise to send money was
Issues
1. Must both parties intend that an
agreement be legally binding in order to
be an enforceable contract?
2. Under what circumstances will a court
decline to enforce an agreement
between spouses?
Holding and Rule
1. Yes. Both parties must intend that an
agreement be legally binding in order to
be an enforceable contract.
2. The court will not enforce agreements
between spouses that involve daily life.
Agreements between husband and wife over
matters that affect their daily lives are not subject
to contractual interpretation, even when
consideration is present. Spouses normally intend
that the terms of their agreements can be varied
as situations develop. The court held that it was
presumed that the parties made the agreement
as husband and wife and did not intend that it
could be sued upon. The court held that as a
matter of public policy it could not resolve
disputes between spouses.
Disposition
Judgment for plaintiff Mrs. Balfour reversed.
FAMILY AND SOCIAL RELATIONS- DOMESTIC
ARRANGEMENTS

JONES vs PADAVATTON , (1969) 2 All

ER 616

PARKERvsCLARK, [1960] 1 WLR 286

Mc Gregor V Mc Gregor, (1888)21

QBD 424
BUSINESS MATTERS- COMMERCIAL
ARRANGEMENT
ROSE & FRANK Co vs J.R. CROMPTON &
BROS, (1923)2 KB 261

SUPREME COURTS VIEW ON THE

REQUIREMENT OF INTETION

BANWARI LAL vs. SUKHDARSHAN

DAYAL, (1973)1 SCC 294
 Communication of offer

ACCEPTAN
OFFER CE

Effective
communication

A major requirement to prevent

avoidable revocation &
misunderstanding
S.3: communication of proposals, the
acceptance of proposals, and the
revocation of proposals and acceptances,
respectively, are deemed to be made by
any act or omission of the party
proposing, accepting or revoking, by
which he intends to communicate such
proposal, acceptance or revocation, or
which has the effect of communicating it.
S.4: the communication of offer is
complete when it comes to the
knowledge of the person to whom it is
made
 WHEN COMMUNICATION IS
COMPLETE?
S.4: the communication of offer is
complete when it comes to the
knowledge of the person to whom it
is made
Rule: when a person does an act
without knowing that an offer exists
under which persons doing that act
will be rewarded, it is not possible
for that person to later claim that a
valid contract existed.
LALMAN SHUKLA vs GAURI
DUTT, (1913), 1 All L.J 489
 R vs CLARKE, (1927) 40 CLR
227
Facts
Two people were murdered at the end of April
1926 and a reward was issued May 21. One of
the murderers (Treffene) was arrested on June 6
with Clarke. Coulter, the other murderer, was
arrested June 10, and Coulter and Treffene were
indicted and convicted. Clarke, having given
information to the Crown to protect himself,
wants to claim the reward; he had seen the
reward but up to June 10th had no intention to
claim reward. He is quoted as "first decided to
claim the award a few days after the appeal had
been dealt with" and "gave no consideration
Issue
Was there a contract between Clarke and the Crown and how would
one determine this contract?

Reasons
The court, despite objecting on public policy grounds that not finding
a contract would dissuade other individuals from coming forward with
evidence for rewards in the future, held that Clarke could not accept
an offer he didn't know and that forgetting about the reward was as
good as ignorance. Further, Clarke had no expectation interest when
he gave information to fulfill conditions of contract. The court ruled
further than not only was a contract not formed, but Clarke had not
fulfilled the terms of the contract as the reward stated a reward for
"such information as shall lead to the arrest and conviction of the
persons" and the arrests took place before the information was given.
Starke J
When giving the information, Clarke did not act"in reliance upon the
offer or with the intention of entering into any contract". While the
convictions would not have come about without his evidence, and so
the Crown obtained what it wanted, Clarke gave the information
solely to clear himself.
Isaacs ACJ
"Motive, though not to be confused with
intention, is very often strong evidence of that
state of mind ... Motive can never usurp the legal
place of intention".
The distinction between motive and intention is
one that is worth remembering - I may enter into
a contract - mymotivebeing to put the other
party at a commercial disadvantage - and maybe
even out of business. All of that is irrelevant to
the question as to myintentionto enter into a
contract. I might sue another in tort in the hope
that an award of damages will put them out of
business - but that hope or motive that I have is
not a legally relevant consideration with regard to
Higgins J
Clarke's motive and intention in giving the
evidence was to protect himself, to clear
himself of the charge of murder. Only after
arrest, conviction and appeal by the others,
did Clarke think of claiming the reward. It
wasn't that he didn't know of the existence
of the reward before then - he clearly did -
it was just that he stated clearly in his
evidence that he did not think about the
reward at that time so clearly could not
have given his evidence, intending to
obtain the reward, or to enter into a
Ratio
One cannot accept an offer one doesn't
know exists, or that one has forgotten
exists.
One needs an expectation or reliance
interest in the reward in order for that
reward to be recoverable.

Decision
Appeal allowed.

WILLIAM v CARWARDINE, (1833) 2

LJ KB 101
QUES
:
MATHEW JOHN

Proposal to sell his house

Posted on 10th march

Reaches John by
12th march

When the communication completed?

Offer how
communicated??
S.3: The communication of proposals, the acceptance
of proposals, and the revocation of proposals and
acceptances, respectively, are deemed to be made
by any act or omission of the party proposing,
accepting or revoking, by which he intends to
communicate such proposal, acceptance or
revocation, or which has the effect of communicating
it.

S.9: Insofar as the proposal or acceptance of any

promise is made in words, the promise is said to be
express.

UPTON RURAL DISTRICT COUNCIL

 LEGAL RULES FOR A VALID
OFFER
1.Intention to create legal
obligation
2.Certain and definite
3.Express or implied
4.Distinguished from invitation
to offer
5.Must be communicated
6.Made with a view to obtain
consent
 GENERAL OFFER

WEEKS vs TYBALD, (1605) 75

ER 982
ANSONS LAW OF CONTRACT: an
offer need not be made to an
ascertained person, but no contract
can arise until it has been accepted
by an ascertained person
 CARLIL vs CARBOLIC SMOKE BALL Co,
(1893) 1 QB 256
Facts
Carbolic Smoke Ball Co. (D) manufactured and
sold The Carbolic Smoke Ball. The company
placed ads in various newspapers offering a
reward of 100 pounds to any person who used
the smoke ball three times per day as directed
and contracted influenza, colds, or any other
disease. After seeing the ad Carlill (P)
purchased a ball and used it as directed. Carlill
contracted influenza and made a claim for the
reward. Carbolic Smoke Ball refused to pay
and Carlill sued for damages arising from
breach of contract. Judgment for 100 pounds
Issue
Does an advertisement to the general
public promising to pay money to anyone
who does something create a binding
contract between the parties?
The Defendant argued that:

Contract was too vague to be enforced;

No way to check the conditions were

met;

You cannot contract with everybody (ie

the whole world);

Timeframe not specified;

Acceptance had not been communicated

Bowen LJ stated the position very clearly as
follows: It was also said that the contract is
made with the whole world that is, with
everybody and that you cannot contract with
everybody. It is not a contract made with all
the world. There is the fallacy of the argument.
It is an offer made to all the world; and why
should not an offer be made to all the world
which is to ripen into a contract with anybody
who comes forward and performs the
condition? . . . Although the offer is made to
the world, the contract is made with that
limited portion of the public who come forward
and perform the condition on the faith of the
Ratio: Advertisements of unilateral
contracts are treated as offers. Where
the language is clear that an ordinary
person would construe an intention to
offer, anyone who relies on this offer
and performs the required conditions
thereby accepts the offer and forms an
enforceable contract.
Held: The contract was binding and the
defendant was ordered to pay the 100
to the plaintiff.
 STANDING
OFFER
Eg: tender for the supply of goods

BENGAL COAL Co vs. HOMEE

WADIA & Co, ILR (1899) 24 Bom
97
CROSS OFFERS
I would like to sell 800 tons of iron at 69
sh.per tn.

Same day
I would like to buy 800 tons of iron at 69
sh.per tn.

We had same
intention.. A
valid contract
has been Cross
Crossoffer nono
offer
made acceptance
acceptance
between us.
TINN vs HOFFMANN, (1873) 29
L.T 271
Blackburn J: When a contract is made between two
parties, there is a promise by one in consideration of
the promise made by the other; there are two
assenting minds, the parties agreeing in opinion and
one having promised in consideration of the promise
made by the other there is an exchange of promises.
But I do not think exchanging offers would, upon
principle, be at all the same thing . . . The promise or
offer made on each side in ignorance of the promise
or offer made on the other side, neither of them can
be construed as an acceptance of the other.
 ACCEPTANCE
ACCEPTANCE

S.2(b):When the person to whom the

proposal is made signifies his assent
thereto, the proposal is said to be
accepted. A proposal, when accepted,
becomes a promise
 The effect of a counter-offer is to destroy the
original offer, that is, it operates as a rejection
of the original offer.
Hyde v Wrench (1840) 3 Beav 334
The defendant offered to sell his farm for 1,000.
The plaintiff at first made a counter-offer of 950,
but two days later agreed to pay 1,000 and
attempted to accept the original offer. The
defendant refused to complete the sale and the
plaintiff brought an action against him for a
decree of specific performance. It was held that
no contract existed since by his letter offering
950 the plaintiff had made a counter-offer, the
effect of which was to reject and destroy the
original offer, so that the latter was therefore not
Sir William Anson: acceptance is
to offer is what a lighted match is
to the train of gun powder
 RULES GOVERNING
ACCEPTANCE
1.Must be
communicated
2.Absolute and
unqualified
 COMMUNICATION
COMMUNICATIONOF
OF
ACCEPTANCE
ACCEPTANCE

Communication must be
communicated by the offeree to
the offeror to result in a valid
contract
 John, I Wow!! Hey Jake, I
would like want to buy that
to sell my lovely farm from
Mathew
farm to u
 MODES OF ACCEPTANCE

By doing
any
By
positive omissio
act n
By external manifestation or
overt act
Mere mental determination not
sufficient

SHAH J: an agreement does not

result from a mere state of mind.
intention to accept an offer or even a
mental resolve to accept an offer
does not give rise to a contract. There
must be vs
BROGDEN some external manifestation
METROPOLITAN RAILWAY Co, (1877) 2
of that intent by speech,
App Cas 666 writing
HL or
otherPOST
FIRST act.HOMES LTD vs JOHNSON, (1995)4 All
ER 355
Acceptance by conduct

HINDUSTAN COOPERATIVE INSURANCE SOCIETY

vs SHYAM SUNDER, AIR 1952 Cal 691

mere mental assent to an

offer does not conclude a
contract either under the
indian contract act or in
english law.
1. COMMUNICATION TO OFFEROR
HIMSELF- communication to any other
person is as ineffectual as no
communication made.
FELTHOUSE vs BINDLEY, (1863)7
LT 835

OFFER CANNOT IMPOSE BURDEN OF

REFUSAL- MERE SILENCE IS NOT AN
ACCEPTANCE
 2. COMMUNICATION MUST BE
MADE BY THE OFFEREE

Only offeree can accept

offer.

POWELL vs LEE,
(1908)24 TLR 606
 WHEN ACCEPTANCE NOT
NECESSARY

Performanc
Following
e of
contract or a
by conduct particula
r mode
Performance of contract or
by conduct:

S.8: Performance of the

conditions of a proposal, or the
acceptance of any
consideration for a reciprocal
promise which may be offered
with a proposal, is an
acceptance of the proposal.
Amounts to acceptance if it is
clear that the offeree did the act
with the intention actual or
apparent of accepting the offer
BROGDEN vs METROPOLITAN
RAILWAY Co, (1877) 2 App Cas
666 HL
A writes and offers to buy Bs car
for Rupees One hundred only and
indicates that B need not convey
his acceptance and B needs to
reply within a week only if he is
rejecting the offer. B does not reply.
A week later, A claims that B has
accepted his offer by not replying.
Is there a valid agreement between
A and B?
 AGREEMENT IN SUB SILENTO

SILENCE + A POSITIVE CONDUCT =

ACCEPTANCE
M/S RAKESH KUMAR DINESH KUMAR vs
U.G. HOTELS & RESORTS LTD, AIR 2006
H.P 135
 ACCEPTANCE

IMPLIED EXPRESS

M/S RAKESH KUMAR DINESH KUMAR

vs U.G. HOTELS & RESORTS LTD, AIR
2006 H.P 135
Following a particular mode:

Eg: announcement
of reward- CARLIL
CASE
ACCEPTANCE MUST BE IN PRESCRIBED
MANNER AS INDICATED BY THE
OFFEROR.
ELIASON vs HENSHAW, (1819) 4 Wheaton
225

What if mail arrived earlier??

WINFIELD, CHESHIRE, FIFOOT

bound unless he had an exclusive
preference for reply by wagon
S.7. In order to convert a proposal into a
promise, the acceptance must
(1) be absolute and unqualified;(2) be
expressed in some usual and reasonable
manner, unless the proposal prescribes the
manner in which it is to be accepted. If the
proposal prescribes a manner in which it is
to be accepted, and the acceptance is not
made in such a manner, the proposer may,
within a reasonable time after the
acceptance is communicated to him, insist
that his proposal shall be accepted in the
prescribed manner, and not otherwise; but
if he fails to do so, he accepts the
 WHEN COMMUNICATION IS
COMPLETED??

ADAMS vs LINDSELL, (1818) 106 ER

250

This rule reaffirmed in HOUSEHOLD FIRE &

ACCIDENT INSURANCE Co vs. GRANT, (1879)
LR 4 Ex Div 26

SETTLED RULE: CONTRACT MADE IN THE PLACE

WHERE ACCEPTANCE TOOK PLACE
 ENGLISH LAW
CAVIN- PROPOSER JACOB-
ACCEPTOR

On transmission

Cavin and Jacob shall be bound by a

contract from the day of posting of the
letter by Jacob
POSITION IN INDIA:

According to S.4: when the

communication of acceptance is made
by post
1.The communication of acceptance is
complete as against the
proposer,hen it is put in the course of
transmission to him so as to be out
of the power of the acceptor
2.The communication of accpetance is
complete as against the acceptor,
 INDIAN LAW
CAVIN- PROPOSER JACOB-
ACCEPTOR

On transmission

Cavin shall be bound from the date of

posting of letter by Jacob
Jacob shall be bound when Cavin
receives the letter
As against offeror

J.K. ENTERPRISES vs St. of M.P, (AIR

1997 MP 68)

As against
offeree
N.T. Rama Rao vs His
Excellency The Governor Of
AP 1995 (3) ALT 929
 One farmer offer by letter,
to sell 50 cans of spinach to
popoye for Rs.2000/-. The
letter is posted on 6th
August. The letter reaches
popoye on 8th August.
Popoye accepts the offer
and sends a letter by post
on 9th August which reaches
When communication August.
the farmer on 10 th

completed?
a.As against farmer
MAIL-BOX RULE / POSTAL RULE OF
ACCEPTANCE

&
RULE OF INSTANTANEOUS
COMMUNICATION
 PARTIES IN DIRECT
COMMUNICATION
ENTORES LTD vs MILES FAR EAST CORPORATION,
(1955) 2 All ER 493

DENNING LJ
telex is a method of instantaneous
communication and the rule about
instantaneous communication is different
from the rule about the post. The contract
is only complete when the accpetance is
received by the offeror; and the contarct
is made at the place where the
SUPREME COURT ON
ENTORES CASE

WHETHER THE PROVISION

FOR INSTANTANEOUS
COMMUNICATION CONTAINED
IN S.4 OF INDIAN CONTRACT
ACT??

BHAGWANDAS GOVERDHANDAS KEDIA

vs GIRIDHARILAL PARSHOTTAMDAS &
Co, AIR 1966 SC 543
 Acceptance
BY completed
when offeror
TELEPHONE hear the words
of the
acceptor
 Does E-Mail Fall Under
the Mailbox Rule or
instantaneous
BY E-MAIL communication?

Chitty on Contracts
suggest that emails
should be dealtwith in the
same way as faxes as, like
faxes, emails are a form
VIRTUALLY INSTANTANEOUS of instantaneous
COMMUNICATION communication. However,
an email message is
communicated when it is
available to be read. In
my experience this would
be from the time it was
transferred to the
recipients Internet
Service Provider (ISP),
wherever that may be,
 ABSOLUTE AND
UNQUALIFIED

NO NO PARTIAL
CONDITIONS ACCEPTANC
E

S.7: In order to convert a proposal

into a promise, the acceptance must
be absolute and unqualified
 NO
CONDITIONS
In the words of Sir JENKINS CJ any departure
from the terms of the offer or any qualification
vitiates the acceptance unless it is agreed to by
the person from whom the offer comes. In other
words, an acceptance with a variation is no
acceptance; it is simply a counter- proposal,
which must be accepted by the original promisor
HAJI
beforeMOHD HAJIisJIVA
a contract vs E.SPINNER,
made
(1900)24 Bom 510

HYDE vs WRENCH, (1840) 3 Beav 334

 NO PARTIAL
ACCEPTANCE

RAMANBHAI vs GHASIRAM,
ILR (1918) 42 Bom 595

The offeree cannot accept a part

of its terms which are favourable
to him and reject the rest
INQUIRY INTO TERMS OF PROPOSAL =
COUNTER
I will OFFER?
give you
my house for Is it possible for
rent for a you to extend it
period of two to four months??
months
 Perala Krishanayyan Chettiar VS
Paimanathan Chettiar, AIR 1917 Mad 63

Defendant asked asked the

plaintiff to send him 15 to 20 bags
of areca nuts immediately. The
offeree wrote back that he would
send the goods within 15 to 20
days. The offeror did not reply and
ultimately about a month and a
half later the offeree sent the
 ACCEPTANCE WITH
CONDITION SUBSEQUENT

A CONDITION SUBSEQUENT
COUNTER-PROPOSAL
 WHETHER COUNTER PROPOSAL CAN BE
ACCEPTED??

where the acceptance of a proposal is

not absolute and unqualified the
proposal may become bound, if, by his
subsequent conduct, he indicates that he
has accepted the qualifications set up

HARGOPAL vs PEOPLES BANK OF

NORTHERN INDIA, AIR 1935 Lah 691
REVOCATION OF
OFFER AND
ACCEPTANCE
REVOCATION OF AN
OFFER

1.WHEN YOU CAN MAKE

IT?
2.WHEN IT IS
COMPLETED?
3.HOW YOU CAN MAKE
IT?
5. A proposal may be
revoked at any time before
the communication of its
acceptance is complete as
against
the proposer, but not
afterwards.

An acceptance may be
revoked at any time before
the communication of the
acceptance is complete as
against the acceptor, but
4. The communication of a proposal is complete
when it comes to the knowledge of the person to
whom it is made.

The communication of an acceptance is complete,

as against the proposer, when it is put in a course of
transmission to him, so as to be out of the power of
the acceptor; as against the acceptor, when it
comes to the knowledge of the proposer.

The communication of a revocation is complete,

as against the person who makes it, when it is put
into a course of transmission to the person to whom
it is made, so as to be out of the power of the person
who makes it;
as against the person to whom it is made, when it
6. A proposal is revoked
(1)by the communication of notice of
revocation by the proposer to the other
party;
(2) by the lapse of the time prescribed in
such proposal for its acceptance, or, if
no time is so prescribed, by the lapse of
a reasonable time, without
communication of the acceptance;
(3) by the failure of the acceptor to fulfil a
condition precedent to acceptance; or
(4) by the death or insanity of the
proposer, if the fact of the death or
 NOTICE OF REVOCATION

Revocation effective only when it is

brought to the mind of the person to
whom the offer is made

HENTHORN vs FRASER, (1892)

2 Ch 27
WITHDRAWAL BEFORE EXPIRY OF FIXED PERIOD-
ALFRED SCHONLANK vs MUTHUNAYNA CHETTI
(1892)2 Mad LJ 57
AGREEMENT TO KEEP OFFER OPEN FOR
SPECIFIED PERIOD

COMMUNICATION OF REVOCATION SHOULD BE

MADE BY THE OFFEROR ONLY- DICKINSON vs
DODDS, (1876) 2 Ch D 463

REVOCATION OF GENERAL OFFER- SHUEY vs US,

(1875) 92 US 73
 LAPSE OF TIME

IF NO TIME PRESCRIBED:
REASONABLE TIME
 BY FAILURE TO ACCEPT
CONDITION PRECEDENT

BY DEATH OR INSANITY
OF OFFEROR

The fact has to come to the knowledge

of the offeree before he makes an
acceptance.
 REVOCATION OF ACCEPTANCE
5. A proposal may be revoked at any time
before the communication of its
acceptance is complete as against
the proposer, but not afterwards.
An acceptance may be revoked at any time
before the communication of the
acceptance is complete as
against the acceptor, but not afterwards.
IF ACCEPTANCE AND REVOCATION REACHES TOGETHER:
COUNTESS OF DUNMORE vs ALEXANDER, (1830) 9 Court
of Sessions 190
 CONTRACT AND
AGREEMENT
S.2(h) An agreement enforceable by
law is a contract.

While all contracts are agreements,

all agreements are not contracts. All
agreements which are legally
enforceable alone is a contract.
 COMPARISON BETWEEN CONTRACT AND
AGREEMENT
BASIS AGREEMENT CONTRACT

SEC 2(e) 2(h)

Every promise or
every set of promises An agreement
DEFN
forming consideration enforceable by law
for each other is an
agreements.
ENFORCEA Every promise is not Every contract is
BILITY enforceable. enforceable
An agreement does
INTERREL A contract includes
not include a contract.
ATIONSHIP an agreement.
 The scope of a
wider, as it includes
contract is limited, as
both social
SCOPE it includes only
agreement and
commercial
commercial
An agreement may agreements.
Only legal agreements
agreements.
VALIDITY be both legal and are called contracts.
illegal.
It is not necessary for
LEGAL Every contract
every agreement to
OBLIGATIO contains a legal
have legal obligation.
N obligation.
 STANDARD FORM CONTRACTS

Standard contracts are contracts which are

drafted by one party and signed by another
party without any modification or change.

Lord DENNING : no customer in a

thousand ever read the conditions. If he
had stopped to do so, he would have
missed the train or the boat
RULE IN L Estrange vs Graucob Ltd, (1934) All
ER Rep 16

CONTRACT OF
ADHESION
 COMMON ISSUES

1.CONSENT
2.UNFAIR TERMS OF THE
CONTRACT
3.UNCONSCIONABLE NATURE
OF THE CONTRACT
4.INEQUALITY OF BARGAINING
POWERS
 PROTECTIVE TERMS
1.REASONABLE NOTICE
2.NOTICE SOULD BE
CONTEMPORANEOUS WITH
CONTRACT
3.THEORY OF FUNDAMENTAL
BREACH
4.STRICT CONSTRUCTION
5.LIABILITY IN TORT
6.UNREASONABLE TERMS
7.EXEMPTION CLAUSES AND THIRD
PARTIES