Offer
Bigg v. Boyd Gibbins Ltd. 1971
One party wrote: "For a quick sale I would accept L26.000". The other replied: "I accept your offer".
The one party replied: "I'm putting this matter in the hands of my solicitors. My wife and I are both pleased that you are purchasing the property".
P claimed a valid contract and brought an action for a specific performance.
There was a binding contract.
It doesn't matter if the plaintiff uses the word "accept".
The other party said: "that you ARE purchasing the property", so it was also clear to her.
In these circumstances, you can imply a quick sale "to you".
PRO They knew each other.
In order to become legally binding an offer must be clear and unequivocal.
This case distinguishes HARVEY v. FACEY (1893)
A foreman bought the business from the owner.
Then a certain amount of piping was ordered.
The order was accepted and sent by the new owner.
The offeror refused to pay because the old owner owed him money and there was a set-off agreement that the dept would be paid in the form of leather piping.
It was an offer to a specific person which could be accepted only by him.
Jones only made the offer because he thought to receive piping for free.
Compare: CARLILL v. CARBOLIC SMOKE BALL CO.
Carlill v. Carbolic Smoke Ball Co. 1893
The defendants manufactured "carbolic smoke balls" which they advertised as miraculous cures for many ailments and a preventative for influenza. A L100 reward was promised to anyone who contracted influenza after having used the ball as prescribed. It was further stated that L1000 was deposited with a bank to show the sincerity of the company's intention.
She was entitled to recover.
The company had intentionally made a binding offer because of the bank deposit. In case of unilateral contracts, the acceptance does not have to be communicated (the offerer waives the right to communicated acceptance).
Do not do these kind of offers if you cannot control them.
It was a detriment to her to use her time in order to try the smokeballs. People use the smokeballs and talk about it (benefit for the company).
She has to prove that she gave consideration (she either had to give a benefit to the other party or had to suffer a detriment because of her reliance). Normally such advertisements are "puffs" which are not intended to create legal relations. She did not accept. How can you know that she took it three times a day?
Compare: BOULTON v. JONES
Courtney and Fairbairn Ltd. v. Tolaini Bros. (Hotels) Ltd. 1975
One party wrote to the other that he would be happy to contract if the other would get a third party to "negotiate fair and reasonable contract sums".
There was no contract.
The vital element of price remained unascertained and at the discretion of the third party.
A consensual contract can only be complete if all essential terms have been agreed.
Compare: SWEET AND MAXWELL LTD. v. UNIVERSAL NEWS SERVICES LTD.
Harvey v. Facey 1893 Privy Council
A were seeking to buy property called "Bumper Hall Pen".
He telegraphed to B: "Will you send us Bumper Hall Pen? Telegraph lowest price". B replied: "Lowest cash price Bumper Hall Pen, L900".
A the sought to clinch what they thought was a bargain by answering: "We agree to buy Bumper Hall Pen for L900 asked by you".
It was held that the B' statement was merely a statement of price and not an offer to sell.
Consequently, no contract has been formed.
In order to become legally binding an offer must be clear and unequivocal.
PRO No answer to the first question ("price", not "lowest price").
PRO A L 900 estate in the Western Indies normally is not bought in this way.
Compare:
- W offered to sell a farm to H for L 1000
- H said he would give L 950
- W refused, and H then said he would give L 1000
- when W refused, H sought to obtain an order for specific performance
- there was no contract
- H's offer of L 950 was a counter offer which evidently rejected the original offer
- court of equity (Rolls Court), specific performance
- a mere inquiry is no counter-offer
Ramsgate Victoria Hotel Co. Ltd. v. Montefiore 1866
- M by letter on 8 June offered to purchase shares in the company
- the shares were allotted on 23 November
- M refused the shares
The offer to take shares lapsed through unreasonable delay in accepting.
Sweet and Maxwell Ltd. v. Universal News Services Ltd. 1964 Court of Appeal
A and B made a lease. The contract included a clause stating that "there should be such conditions as shall reasonably be required by the lessor".
It was held that an agreement for a lease was not to be treated as incomplete only because one of its clauses contained
a provision that there should be "such conditions as shall reasonably be required" by the lessor.
A consensual contract can only be complete if all essential terms have been agreed.
PRO The court could determine in this context what is or not reasonable.
Compare: