Offer + acceptance

• Five key elements

  1. Offer
  2. Acceptance
  3. Consideration
  4. Intention to create legal relations
  5. Privity
• Offer 


  Proposal or promise making a willingness to contract on firm and definitive terms
• Offerer


  The person who makes the offer
• Offeree


  The person to whom an offer is made
• • words such as might be prepared to or maybe be able to indicate uncertainty
  • such statements are likely to be an invitation to treat rather than an offer
• Gibson v. Manchester City council

  • offer must be definite on its term , not vague such as ‘may be prepared to’
• Advertisements

  • generally is not an offer but invitation to treat
• Advertisements 


  Partridge v crittenden

  • not guilty as the advertisement was not an offer but an invitation to treat
  • however, advertisements may be an offer if only contain a clear indication that it is to be taken seriously
  • usually in the form of an unilateral contract eg. reward a pet or ‘price match‘ adverts - eg Carhill v Carbolic Smoke Ball Co
• Goods in a shop window or on a shop self

  • goods on a shelf are invitation to treat
  • it is an offer when the customer presents them to the checkout operator
  • the shops accepts or declines at the till
• Goods in a shop window or on a shop self

  Fisher v Bell:

  • charged with ‘offering it for sale’ , an offence under the offensive Weapons Act
  • law : goods in a hop window are an invitation to treat
• Goods in a shop window or on a shop self

  pharmaceutical society of great Britain v Boots:

  • Boots were charged with selling controlled pharmaceutical products other than under the supervision of a pharmacist
  • the shops was self service and the items were on a shelf for customers to select
  • law : offer isn’t made when items sits on shelf goods in a shop are invitation to treat
• Lots at an auction

  • lots on display at an auction are an invitation to treat
  • eg British Car Auctions v Wright
  • law - the auctioneers were prosecuted for offering to sell an unfit vehicle at auction. However, the prosecution failed because there was no offer, only an invitation to treat
• Request for information

  • a request for info and a reply to such a request is not an offer
  • it would be an enquiry
  • eg Harvey v Facey
• Offer or invitation to treat ?

  Offer :

  • certain promise to be bound
  • clear and specified terms
  • conduct or words of the party show certainty
  • no room for negotiation

  invitation to treat :

  • room for negotiation
  • invitation to offers
  • request for info
  • lack of certainty
• Who can make an offer ?

  • made by anyone eg individual/buisness
  • Machine eg Thornton v shoe Lane parking:
  • c was given a ticket on entering the car after putting money into a machine
  • LP: price of parking is displayed by a machine. accepted S
  • when the money is put in
• How long does an offer last ?

  • can only be accepted while it’s open
  • must be clear when an offer starts and ends
  • offerer must know of its existence eg Taylor v Laird
• Taylor v Laird

  • ship owner had not recieved any communication of his offer to work as an ordinary crew member.
  • LP - no offer exists if not communicated to offeree
• exact timing also critical

  Stevenson v McLean:

  • offerer offered to sell iron to the offeree
  • at 1.34pm - accepted offer but offerer already sold it
  • the enquiry regarding credit was just that, an enquiry. it was not a counteroffer or revocation
• How can an offer end?

  Revocation, rejection, counteroffer, lapse of time, death
• Revocation

  • an offer can be revoked at any time before acceptance
  • the offerer must communicate the revocation to the offeree before the revocation can take effect
  • eg routledge v grant
  • someone else can revoke the contract. If the person communicating the revocation is reliable
  • no particular categories of what that includes
  • eg Dickinson v Dodds
• Revocation

  Routledge v Grant:

  • grant offered his house for sale, stating it would remain open for 6 weeks
  • he told routledge he no longer wished to sell the house
  • original offeree would make a separate contract to keep offer open - known as collateral contract
• Dickinson v Dodds

  • revocation from a reliable source is effective
• 2. Rejection

  • once the offeree has rejected the offer - then this ends the offer
  • rejection from one offeree does not mean other offerees can no longer accept the offer
  • rejection must be communicated
  • rejection can also come in firm of a counter offer
  • a counter offer is just a price negotiation but anything else that make a significant difference to the terms of the contract, such as a diff delivery date
  • a counter offer is a rejection
• Counter offer

  Hyde v Wrench :

  • wrench offered to sell his farm for £1000
  • Hyde made a counter offer of £950
  • wrench rejected the counter offer
  • Hyde then replied that he accepted Wrench’s earlier offer of £1000
  • LP- if a counter offer is made it negates the original offer - no contract formed
• Counter offer

  Stevenson v McLean:

  • D offered to sell P iron for a certain sum
  • P asked D if he “would accept for payment over two months or, if not, what was the longest limit you would give?”
  • D then sold the iron to a 3rd party
  • d having heard nothing from D and later wrote to him deciding to take up the original offer
  • LP: the court held that d’s correspondence was a request for further info and not a counter offer, so that this case was distinct from Hyde v wrench
• • Requests for info - questions rather than a counter offer which tends to be a firm proposal
  • In Stevenson v McLean, the “if not” statement would suggest this was an enquiry, rather than a counter offer
• Lapse of time

  • if a fixed period for the duration is stated as soon as that expires there is no offer
  • duration of an offer should be for a reasonable time eg Ramsgate Victoria hotel v Montefiore
• 4. Death

  • If the offeree dies then the offer ends and those dealing with his estate cannot accept on his behalf
  • when an offerer dies, acceptance can still take place until the offeree learns of the offeror’s death (this would not apply for personal services eg tuitions)
• How do you accept an offer?

  • can be in any form
  • does not have to follow a same format as the offer
  • cannot be by silence
  • eg Felthouse v Brindley
• felthouse v bindley

  • discussions about the sale of a horse . Offerer said “if I hear no more from you, I consider the horse mine”
  • acceptance cannot be made through silence
• • Offerer can require a specific method for acceptance
  • this must be complied with
  • eg Yates v Polleyn
  • law : a mandatory method of acceptance by a particular method must be complied with
• when does acceptance take place?


  When the acceptance is communicated to the offerer
• Acceptance by conduct

  Reveive Independent LLC v Anotech International Ltd:

  • agreement document remained unsigned
  • both sides were aware of and knew, the agreement had been completed
  • law: acceptance was by the conduct of the offeree
• Acceptance by use of post

  • acceptance happens when letter is posted
  • does not apply to offers or counteroffers
  • Rules:
  • rules only apply if post is crural or expected means of communication.
  • Letter must be properly addressed and stamped
  • offeree must be able to prove the letter was posted
  • If the rules apply then acceptance takes place at the moment the letter is posted
• acceptance - post


  Adams v Lindsell:

  • offer made, asking for reply “in course of post“
  • offer letter delayed in post - offeree replied as soon as recieved.
  • however, offeror had sold wool to another buyer without communication
• Electronic methods

  • principle is that acceptance takes place when offeror is aware of acceptance
  • summarised by Lord Denning in Entores v Miles Far East
• Electronic methods

  Brinkiban Ltd v Stahag Stahl:

  • law - stated that the postal rule did not apply to instantaneous forms of communication
• Thomas and Gander v BPE solicitors

  • email sent and acceptance still in working hours
  • LP: email acceptance is effective when it arrives
• yates v Pulleyn

  • A mandatory method of acceptance by a particular method must be complied with
• Reveille Independent LLC v Anotech International UK Ltd

  • A directory method of acceptance by particular method does not have to be complied with