contract cases

storer v manchester city council 1974 - unqualified words is offer

- council controlled by conservative party sent the plaintiff a document titled "agreement of sale" and stated " if you will sign the agreement and return it, I will send you the agreement signed on behalf of the council in exchange" - labour party took control of the council and id not return a signed copy and refused to sell property, plaintiff sued for breach of contract - there was a binding contract, council had sent the plaintiff a clean and certain communication that they intended would be binding upon his acceptance. all the plaintiff had to do to bind himself to the later was sign the document and return it.

the brimnes 1975 - communication of revocation must be in business hours

- defendants hired a ship from plaintiff, plaintiffs sent a message by Telex withdrawing ship from service during normal office hours defendants did not read the telex until next day - notice of withdrawal had been sent during ordinary business hours so could be regarded as being ocmmunivated and effective revocation had occurred

Muirhead & Turnbull v Dickson 1905 - question: what was the nature of the contract?

- dickson agreed to buy a piano for 26 pounds per month, w monthly payments - problem: no written contract only verbal contract - dickson stopped paying after 5 months - Muirhead and Turnbull argued there was a contract for hire-purchase, where ownership was retained by seller and thus could get the piano back - dickson maintained that he bought piano on instalments, in a credit sale, so ownership had passed at time contract was made - court ruled: words said an agreement of sale had been made and ownership had passed to dickson

entores ltd v miles far east corpn 1955

- entores was london-based trading company that sent an offer by telex for the purchase of copper cathodes from a company based in Amsterdam. The dutch company sent an acceptance by telex.

bisset v wilkinson [1927] AC 177 PC

- facts: Bisset owned land at Avondale, New Zealand. During negotiations with Wilkinson who wanted to buy the land for sheep farming. Wilkinson asked if it was suitable for sheep farming? - Bisset said to Wilkinson "if the place was worked as I was working it, with a good six horse team my idea was that it would carry 2,000 sheep. Wilkinson bought the land and set up a sheep farm that failed. Wilkinson sought recission of the contract - issue: had there been misrepresentation - held: Bisset's statement was a mere statement of opinion not fact. He had no special knowledge of the truth of the statement. so could not be misrepresentation

Car & Universal Finance v Caldwell

- facts: Caldwell owned a Jaquar. A rogue called Mr Norris convinced him to sell it for a £965 cheque and a £10 deposit. - on january 13 when he tried to cash the cheque it was dishonoured. Mr Caldwell told the police and the Automobile Association straight away. Mr Norris sold the car to some dealers, who sold it on, and it was sold on again and again to Car and Universal Finance Ltd. They bought the car in good faith without any notice - issue: had caldwell had validly rescinded before the car was acquired by a bona fide purchaser for value without notice? - issue: the question was whether Caldwell had validly rescinded before the car was acquired by a bona fide purchaser for value without notice and so could get return of car? - held: yes, he could get car back. telephoning police was equivalent of rescission in the circumstances! key is the time of rescission

gillespie v russel (1856) 18 D 677

- facts: Gillespie granted Russell a lease of mineral rights on his land. Russell knew the land contained a coal seam and that Gillespie did not know this. - issue: Could the lease be rescinded for misrepresentation? - held: NO! - silence does not amount to misrepresentation

Keates v Earl of Cadogan

- facts: Keats entered into an agreement with the Earl of Cadogan for the lease of a property for a term of three years. The claimant intended to reside in the property with his family. The property concerned was in an extremely poor structural condition and was likely to collapse at any stage. The defendant however, despite knowing of this condition, did not inform the claimant of it during the negotiations for the lease, nor did the defendant inform the claimant after the claimant had agreed the lease and begun to occupy the property with his family. Ultimately, a large part of the property collapsed! -issue: could the claimant sought to rescind the contract? - HELD: NO! It was held that no obligation is placed on a landlord to inform a tenant as to the state of a property prior to entering into a lease. A claim will only arise for a tenant in these circumstances if the landlord gives an express warranty as to the condition of the property or where the landlord actively deceives the tenant as to the property's condition

Allcard v Skinner (1887)

- facts: a wealthy young woman ms. allcard was introduced by the revd mr nihill to miss skinner, a lady superior of a religious order named "protestant sisters of the poor" she joined order taking vows of poverty and obedience so in 1871 miss allcard became a religious sister (nun) and transferred large amounts of property to the order. in 1879 see she left the sisterhood and in 1885 she sought to recover her property - held: in principle yes she could have had transfer reduced but she was time barred - should have sought recovery as soon as she had left sisterhood, not 6 years!

barr v crawford

- facts: barr the pursuer alleged that she had pursuer alleged that she had paid money to influence a licensing application. she thereafter raised an action for recovery of that money. she averred that at a meeting with both defenders, one of whom had then Provost of Falkirk, she had asked them what she should do about a threatened withdrawal of her husband's public house licence. She averred that she had been told that £10,000 would be required and she averred that she had subsequently made an initial payment of £8,000. however no public house license was awarded - issue: could Barr get bribe money back? she had not obtained her licence. - held: No, pursuer's averments indicated a corrupt intention which prevented the court from taking cognisance of the ground of action; and action dismissed

routledge v grant 1828 -withdrawal of offer

-grant contacted the claimant in writing, offering to purchase the lease of the claimant's home - offer would be open to the claimant for 6 weeks, but grant withdrew offer - held: original letter did not bind the defendant to keep the offer for 6 weeks, validity withdrawn by defendant and claimants purported acceptance was ineffective. fundamental principle of contract law that one party cannot be bound while the other is not

clifton v palumbo 1944 - exact wording matters, any qualification & it is not an offer

-plaintiff and defendant negotiating for the sale of an estate - not an offer since he said "i am prepared to offer" showed intention but not actual offer

Ailsa Craig Fishing Co v Malvern Fishing Co Ltd [1983] 1 WLR 964, [1981] UKHL 12

FACTS: ACF engaged Securicor to watch their ship in a harbour. The contract provided that Securicor's liability was "not to exceed £1,000 in respect of any one claim not related to fire or theft". One night (it was Hogmany!!) Securicor's guard did not bother patrolling preferring to sit in his hut and drink whisky and ACF's ship hit MF's ship and both ships sank with losses in damages claimed at £55,000. HELD: The House of Lords held that where the clause limits liability rather than excludes liability altogether the courts should apply the natural meaning of the clause and not be too eager to find ambiguity.

Morton & Co. v. Muir Bros 1907 SC 1211

FACTS: Morton asked Muir Bros to manufacture lace products in accordance with a design which they had supplied. ISSUE: Muir argued that the trade practice was that they could now use those laces design themselves for their own products HELD: No such custom existed

Photo Production Ltd. v Securicor Transport Ltd. [1980] AC 827, [1980] 2 WLR 283, [1980] 1 All ER 556

FACTS: Photo Production hired Securicor to protect their premises, a photo factory full of paper and chemicals, by providing a night watchman. However the night watchman, an employee of Securicor, started a fire at Photo Production's factory to warm himself while at work and accidentally burnt it down, costing £615,000 ISSUE: Photo Production claimed damage for negligence caused by watchman but Securicor argued that an exclusion clause in its contract meant they were not liable, as it said: see slide HELD: Exemption clause worked!

mackay v campbell (no.5) 1967 S.C. (H.L.) 53

-facts: the seller of heritable subjects having refused to grant a disposition in terms of the missives, the purchaser brought an action against him - see slide -held: NO facility and circumvention - a person who is along and unwell is not facile. Breaking a leg is not a major illness

thornton v shoelane parking 1971 - vending machines: treated as offers

Thornton "a free lance trumpeter of the highest quality " drove to the car park on Shoe Lane. took a ticket and parked his car, "this ticket is issued subject to the conditions of issue as displayed on the premises" and the pillars on the car park basically said it wasn't their fault for any lost damaged property. - the machine (ticket) was making an offer not a mere invitation to treat the offer is made when the machine is held out as being ready to accept money the contract is complete when the customer puts money in the slot. the terms of the offer are those placed near the machine. further conditions on the ticket have no effect

thomson v james 1855 - withdrawal/revocation of offer

"unconditional offer may be recalled at any time before acceptance but recall of an offer can have no effect until the recall has been communicated or may be assumed to have been communicated to the party holding the offer" - lord president McNeill

partridge v crittenden 1968 - advertisements are usually invitations to treat

- "cage of aviary birds" magazine "bramblefinch cocks, bramblefinch hens 25 shillings each" - Lord parker "unless they come from the manufacturer there is business sense in their being construed as invitations to treat and not offers for sale" treating adverts as invitations to treat practically it prevents actions for breach of contract if goods out of stock

dawson v muir (1851) 13D 843

- Dawson entered into a contract to buy from Muir some vats which were sunk into the ground. both parties thought the vats were empty and Dawson paid around £2 for them. in fact, the vats were later discovered to contain white lead which was worth around £300. - issue: the seller tried to have the contract reduced on the grounds of error - held: this was common error but contract was valid because subject matter was the vats not the lead

Euan Wallace & Partners v Westscot Homes Plc

- a company directory was paying fees to firm in which he was partner without proper authority of board - the director on behalf of partnership agreed to reimburse fees to company after alleged threat by other directors to report possible breach of Companies Act to procurator fiscal - held: that the essence of a case of force and fear as a ground of setting aside a transaction lay in one party bringing to bear threats or pressure which were either in themselves illegitimate or were deployed to achieve an illegitimate result, and in other party agreeing to the transaction because of those threats or that pressure... - that it was not an illegal or unwarrantable act to report or threaten to report to the prosecution authorities actings which were genuinely believed to be criminal, even if the actings ,viewed correctly were not criminal

Wilson v Marquis of Breadalbane

- a contract for sale of cattle was held to be voidable because there was disagreement by the parties about their price Wilson thought he was selling for £15 per cow but Marquis of Breadalbane thought he was buying at £13 - price is an essential part of consensus in idem - held: there was no contract as to price.

shogun finance ltd v hudson 2003 - consensus ad idem

- a contract is normally concluded when an offer made by one party (offeror) is accepted by the party to whom the offer has been made (offeree) - a contract will not be concluded unless the parties are agreed as to its material terms - must be "consensus ad idem"

Couturier v Hastie (1856) 5 HL Cas 673

- a contract made in London was for the sale of a cargo of corn shipped from Salonika but re unknown to the parties the cargo had meanwhile been sold by the master of the ship at Tunis since it had begun to rot. - held: the contract related to non-existent subject matter it was void and so the buyers were not bound to pay because there was no contract

galloway v galloway (1914) 30 TLR 531

- a man and a woman entered into a separation agreement relating to their apparent status as husband and wife. Neither then knew that their marriage was null and void, because at the time of their marriage the man's first wife was still alive - held: the contract related to non-existent subject matter (the marriage) and was void i.e. the separation agreement was void, because of this fundamental, common mistake

shogun finance ltd v hudson [2004] 1 AC 919; [2003] UKHL 62 a void contract

- a rogue went to a dealer to buy a Mitsubishi Shogun on hire purchase. The rogue told them that his name was Mr Patel and produced Mr Patel's driving licence. The dealer communicated with shogun finance, which did a credit check on Mr. Patel. finding no problems, Shogun Finance authorized the hire purchase agreement and the rogue drive away - the rogue then sold the car to Mr Norman Hudson, who had no knowledge that the vehicle belonged to Shogun Finance and was subject to an apparent hire purchase agreement. Shogun finance brought a claim against Mr Hudson for the return of its vehicle. Mr Hudson relied on section 27 of the Hire Purchase Act 1964, which creates a statutory exception to the common law principle "nemo dat quod non havet" - there was no contract of hire purchase between Shogun finance and the rogue, section 27 of the Hire Purchase Act therefore did not apply and the car was not Mr Hudson's

flaws v international oil pollution compensation fund 2001 - an offer may lapse simply through expiry of times

- an oil tanker caused lots of pollution which harmed many fishing business - flaws were fisherman whose businesses were harmed by the pollution - IOPC defenders had made an offer of compensation in full and final settlement in a letter which requested a reply within the next 2-3 weeks - held: too long a delay, 9 months not a "reasonable time" flaws got nothing

carlill v carbolic smoke ball 1983 - advertisements are occasionally offers

- company claimed that it would pay 100 pounds to anyone who got sick with influenza after using its product according to the instructions provided with it - mrs carlill saw the ad and then used the product according to the instructions but still got sick, so she claimed the money and then the smoke company refused and she sued - held: the advert was an offer to the world, not binding not made w anyone in particular

O'Brien v MGN Ltd [2002] CLC 33 Incorporation of contract terms Newest leading case

- facts: Mr O'Brien participated in a newspaper scratch card game and satisfied the criteria to win £50,000. The newspaper intended there to be one or two winners per week but due to an administrative mistake, some 1472 entrants met the criteria and claimed the prize. The rules of the competition were not published in the newspaper every day and they included a provision whereby if there was more than one winner, a prize draw would be held to decide who got the prize. Mr O'Brien brought an action to recover £50,000. ISSUE: Mr O'Brien argued that as the rules of the competition had not been published in the newspaper on the day he purchased it and entered the competition, they had not been successfully incorporated into the contract between himself and the newspaper. He contended the newspaper had not done enough to bring the rules to the attention of the entrants and, therefore, as he had satisfied the criteria, he was entitled to recover the £50,000. The newspaper contended that the words 'Normal Mirror Group Rules Apply' was sufficient to incorporate the terms into the contract by reference. They argued the rules were published in the paper from time to time and they were available at their offices and, as such, Mr O'Brien had sufficient notice of them. HELD: Mr O'Brien's claim was unsuccessful. The contractual rules had been successfully incorporated into the agreement by reference on the day he purchased the paper and entered the competition. The paper had taken sufficient steps to being the rules to the attention of entrants and the rules relating to the prize draw were not particularly unusual or outlandish, further, there was nothing unusual about the rule in question, Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd [1989] Q.B. 433, [1987] 11 WLUK 154 applied.

Patel v Mirza [2016] UKSC 42

- facts: Patel had given Mirza £620,000 to bet on a bank's share price using insider information, and the agreement amounted to a conspiracy to commit the offence of insider dealing, contrary to s. 52 of the Criminal Justice Act 1993. - however, the insider information did not materialise, Mirza did not place the bet, and Mirza kept the money for himself. Patel sought to recover the £620,000 claiming breach of contract and unjust enrichment - issue: could Patel get his money back even although he had planed for it to be use in criminal activity? - held: Patel was successful in his claim to recover the monies, despite their having being paid to Mirza pursuant to criminal activities. A claimant will not be prevented from enforcing his claim to property because it was paid to perform an illegal act, unless allowing his claim would be contrary to relevant public policy, or it would be disproportionate to allow him to recover. Court held Patel's claim in unjust enrichment was more important than the illegality of the contract!

royal bank of scotland v purvis 1990 SLT 262

- facts: Purvis signed a guarantee for repayment of a loan made to a company of which she and her husband were directors to her husband. When RBS tried to enforce the guarantee P said she thought she had signed a 'mortgage document' - held: no relevant error - so the court upheld the guarantee

Bv Nederlandse Industrie Van Eiprodukten v Rembrandt enterprises, inc. [2019] EWCA civ 596 fraudulent egg sales

- facts: Rembrandt enterprises inc. sought to import dutch egg products to meet customer demand entering into a supply contract with the appellant NIVE. soon after concluding the supply contract NIVE sought renegotiation of the price. NIVE asked Rembrandt to pay an extra 2.50/kg to cover what it represented were unforseen additional regulatory costs. rembrandt reluctantly agreed to the higher price in order to secure its supply of egg products. - NIVE's representation was, in fact, fraudulent. NIVE was really intent on just making more profit held: by court of appeal where the misrepresentation is fraudulent: it should be presumed in fact (not law) that the innocent party was induced by the fraudulent representation; and it will be very difficult, but not impossible, to rebut this presumption - applied to the facts of the case, the presumption was that the customer had been induced to agree to the price increase by the supplier's fraudulent claim that the increase represented the supplier's additional compliance costs. the supplier had not rebutted this presumption. - the contact was rescinded and the supplier's damages were calculated on the basis of the original contract price.

Smith v Land and House Property Corp

- facts: Smith put up a hotel for sale on the 4th of August, 1882, stating in the particulars that it was tlet to "F (a most desirable tenant) - before completion, F went into liquidation, and the Land. Co. refused to complete. The Plaintiffs sued for specific performance. It was proved they knew F. had not paid the rent for the last quarter and had experienced difficulty paying the previous quarter - issue: had there been misrepresentation? held: the plaintiffs statement that F was 'a most desirable tenant' was not merely a statement of opinion because they in fact the tenants were in arears. A late paying tenant can never be "a most desirable tenant"! Landlords want to be paid!

wills v strategic procurement (UK) ltd [2013] CSOH 26; 2016 S.C. 367

- facts: Wills raised an action of damages in Aberdeen sheriff court against Strategic Procurement in respect of an alleged failure to provide him with share options allegedly worth £3.5 million - discussions took place between the parties' respective solicitors about ending the Scottish proceedings and Willis decided to pursue the matter in the High Court in London - pre-action letters were sent by English agents and in due course, a writ was served. The Scottish claim was resolved by way of a joint minute, signed on behalf of both parties, which stated that decree of absolvitor should be pronounced. The sheriff duty pronounced such an order. - Wills claimed S's agent knew that his solicitor was in error in agreeing to a form of settlement which would prevent the claim being prosecuted in London and moved the court to set aside both the sheriff's decree and the preceding joint minute, founding on Steuart's Trustees v Hart

Olley v Marlborough Court

- facts: a husband and wife arrived at a hotel as guests and paid for a room in advance at reception - on one of the walls of their room there was a notice: "the proprietors will not hold themselves responsible for articles lost or stolen unless handed to the manageress for safe custody" - the wife closed the self-locking door of the bedroom and took the key down to the reception desk. owing to inadequate supervision at reception (negligence of hotel), a third party took the key and stole the wife's furs. when sued thet hotel tried to rely on the notice as a term of the contract - held: the contract had been completed at the reception desk and so no subsequent notice could be imported terms into it.

spurling v bradshaw

- facts: bradshaw sent eight barrels of orange juice to be stored at Spurling's warehouse. Spurling sent a receipt to Bradshaw on which were printed their conditions of storage. The conditions contained a clause purporting to exclude liability for any losses resulting from their negligence. Bradshaw fell into arrears with his storage payments and Spurling brought an action to recover the monies due. The orange juice was spoiled and unusable, and Bradshaw counterclaimed in negligence. - the goods were accompanied by a sales receipt which contained terms and conditions, one of which was an exemption of liability clause. this invoice came after the contract had been agreed. - the two parties had frequently dealt with each other in the past and spurling had received many similar documents, but had never bothered to read them. - issue: had sufficient notice of the exemption clause been given? the defendant argued the clause had not been incorporated into the contract as he only signed the document after the contract was made - held: the terms and conditions on the receipt had been imported into the contract through a course of dealing between the parties. it made no difference if Spurling had actually read them. The clause had been brought to the attention of Bradshaw and was clear and unambiguous in its meaning

Pearce v. Brooks (1866) LR 1 Ex 213

- facts: brookes was a prostitute who hired a carriage from the plaintiff, who was a coachbuilder, on hire purchase terms to be paid for an in instalments. She wanted the carriage to attract customers. The defendant did not pay the second instalment on the carriage and returned it in a damaged condition, in breach of the agreement. At first instance the jury found on the evidence that the coachbuilder sued for non-payment and for the damage - issue: could coach builders enforce their unpaid debt against Brooks? - held: contract was unenforceable and coachbuilder could not recover money. It was immaterial that the immoral purpose was not part of the contract or whether the claimant was to be paid out of the proceeds. Bramwell B distinguished between a contract to supply a prostitute with a carriage to be used to attract customers and a contract to supply her a pair of shoes, as shoes were one of the necessities of life. It was part of the principle ex turpi causa non oritur actio that anyone who supplies something for the performance an illegal act with knowledge that it was to be used for that purpose cannot sue for the price of it. An immoral purpose was the same thing as an illegal purpose.

Stuart & Co Ltd v Kennedy (1885) 13 R 221

- facts: contract for sale of stone. the price of stone coping was calculated by the 'foot'. the seller had in mind the linear foot [length], the buyer thought it was the superficial foot [area/square foot] -held: no consensus in idem so no contract was held to exist.

everet v williams 1725

- facts: in 1725, two highwaymen agreed to share the spoils of their highway robbery. they duly robbed a coach but William refused to share the money with Evert! - an angry Everet who then went to court to enforce his "contract"! - held: agreement to share spoils of robbery was void as it was illegal

macleod v kerr 1965 SC 253

- facts: kerr the owner of a motor car, agreed to sell it to galloway, who gave a false name, handed him a cheque for the price and drove the car away. The next day the cheque was dishonoured, and Kerr, having discovered that Galloway had used a stolen cheque book to defraud him, immediately informed the police - galloway subsequently sold the car to Gibson, who bought it in good faith and for value - later the police took possession of the car from Gibson and, when criminal proceedings against Galloway had been concluded, an action of multiplepoinding was brought to determine the party entitled to it. - issue: who gets the car? - timing of reduction of contract is crucial -held: the car was not stolen from mr kerr, he voluntarily agreed to transfer the car to the person who called in answer to the advertisement and he did so transfer it. - gibson, the innocent buyer in good faith of the car got the car

hamilton v main (1823) 2 S. 356

- facts: main was the keeper of a public house in the High Street of Glasgow but had no licence. Hamilton had resided there for seven days and six nights and, along with a prostitute, had, during that time, consumed 113 bottles of Port and Madeira, besides a large quantity of spirtuous and malt liquors, the value of which, together with food and lodging, amounted to £52;6 Hamilton frequently wandered through the house drunk and naked, and was always in a state of intoxication; and that, before departing, and while sober, he granted his promissory-note for £60, in payment of his account, and as reward to the prostitute - held: debt unenforceable for immorality

Spook Erection (Northern) Ltd v Kaye

- facts: missives entered for and purchase of heritable property which was subject to a 99 year lease. At time of making contract the seller mistakenly believed lease was for 999 years. So he soled it cheap - issue: sellers then sought to get out of contract on grounds that the buyers had taken advantage of him -held: valid contract, was party's own error and where a contract is reduced to writing one should read the contract!

Esso Petroleum v Mardon

- facts: mr mardon, entered into a tenancy agreement with the defendant, esso petroleum, in respect of a petrol station owned by the latter. During the course of the negotiation of the agreement, 'expert' advisers employed by the defendant had provided an estimate of the sales which the petrol station could expect which was based on inaccurate station could expect which was based on inaccurate information and consequently was significantly inflated. The value of the rent on the agreement had been calculated based on this inflated figure. As a result, it was impossible for the plaintiff to operate the petrol station profitably. - issue: the issues were: firstly, whether the plaintiff could have any action for misrepresentation given that the figure purported to be an 'estimate' rather than a statement of fact; secondly, whether the defendant owed any duty of care to the plaintiff so that he could bring his claim in the tort of negligence - held: as the defendant had taken it upon themselves to employ experts for the purpose of providing an estimate of sales, they owed a duty of care to the plaintiff to ensure that this was done on the basis of accurate information. the plaintiff was therefore able to recover the losses which he had suffered as a result of the defendant's negligent misstatement

adams v lindsell 1818 - postal acceptance rule

-2 sept. the defendant lindsell sent letter to the plaintiff offering to sell goods asking for a reply in the course of post - 5 sept. the plaintiff received the letter and sent a letter of acceptance the same day - 9 sept the defendant received the plaintiffs acceptance but on 8 sept had sold the goods to a third party - held: a binding contract was made when the plaintiff posted the letter of acceptance on 5 sept so the defendant was in breach of contract

spice girls ltd v aprilla world service BV [2000] EWHC Ch 140

- facts: on march 9th 1998 ms Halliwell (ginger spice) told the others that she had had enough and definitely wanted ot leave the group in September. on may 4th 1998 the commercial shoot took place in London and was attended by all five spice girls to advertise a new range of scooters, one for each spice girl. on may 6th spice girls and Aprilla entered into the contract on may 6 1998 based on the representation that all 5 members of the band, each with their distinctive image, would continue working together. on may 26th Geri Halliwell left the band. - held: generally, a person who is about to enter into an agreement is under no duty to disclose material facts which he knows but which the other party does no know. here the group knew that the other party was relying upon representation, and could not discharge the requirement to show that they did not know of its falsity, and were liable in damages to the defendant for breach of Misrepresentation Act 1967 s 2(1)

ParkingEye Ltd v Beavis

- facts: parkingeye ltd ('parkingeye) provided management services for a car park at a retail park in Chelmsford. Displayed at the entrance of the car park and at frequent locations throughout were 20 reasonably large, prominent and legible noticeboards stating that the maximum free stay was 2 hours with a charge of £85 being payable after 2 hours - on april 15 2013 Mr Beavis left his car in the car park for nearly 3 hours. As mr beavis subsequently ignored demands for payment, Parkingeye commenced County Court proceedings to recover the £85 charge. Beavis lost and appealed - held: terms of the contract were successfully incorporated by notice, Beavis was bound by its terms; by parking car he had accepted the terms set out in the notice in the car park

jamieson v watt's trustee 1950

- facts: re. 56A of the defence regulations, 1939 (as amended), by par.2, declares unlawful any work, with certain specified exceptions, done without a licence in the construction, reconstruction, alteration, demolition, repair of decoration of a building, or work required for the purpose of providing water, light, heating or other services for a building - the proprietor of a house instructed a joiner to execute all the joinery work in connexion with repairs and alterations to the house. the joiner applied for and obtained, under Reg. 56A, a licence for the expenditure of £40 upon the joinery work. On its completion he rendered an account for £114, 8s. 6d., being the total cost of the work done by him. the proprietor admitted his obligation to pay the joiner the sum of £43, 7s. 7d., the excess of £3, 7s. 7d. being admittedly a reasonable margin of error, but he refused to pay the remainder on the ground that Reg. 56A had been contravened - HELD: pursuer was not entitled to payment for work not covered by the licence in respect that his claim depended on his breach of a statutory regulation ie he had worked illegally

flynn v scott 1949 SC 442 (OH)

- facts: sale of second hand Luton van by oral contract - seller Scott said it was "in good running order" - but van broke down soon after purchase, so Flynn wanted contract rescinded -issue: had there been misrepresentation? - held: no statement as to condition of car was a mere expression of opinion by the vendor

parkinson v college of ambulance ltd

- facts: secretary of a charity tells mr parkinson that the charity will nominate him for a knighthood if he makes a large donation. parkinson makes large donation but gets knighthood! - issue: could parkinson sue for fraudulent misrepresentation or breach of contract. contract? - held: No! contract is unenforceable because there is an element of turpitude.

Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd

- facts: stiletto visual programmes (SVP) ordered 47 photographic transparencies from Interfoto Picture Library (IPL). On the delivery note was a clause stating that transparencies should be returned within 14 days of delivery. if they were not so returned, a holding fee of £5 per transparencies four weeks later and received a bill for over £3,700. SVP refused to pay and IPL successfully received judgement for payment. SVP appealed. - issue: was the high price for the late returns incorporated? - held: the clause had not been successfully incorporated into the contract. where a clause is particularly onerous, as in this case, and the fees are exorbitant at ten times the level of other photographic libraries, the party seeking to rely on the clause must show they have taken reasonable steps to bring the clause to the other party's attention. - IPL had failed to do this and they could, therefore, only recover fees assessed on a quantum meruit basis

L'Estrange v Graucob

- facts: the buyer of an automatic cigarette vending machine signed an order form which contained the statement "any express or implied condition, statement, or warranty, statutory or otherwise not stated herein is hereby excluded". i.e. no promise machine actually worked! she did not read the form - machine did not work - subsequently, she sought to argue that the sellers were in breach of an implied term the machine was fit for the purpose for which it was sold - held: in the absence of any misrepresentation, the buyer was bound by the terms she had signed, and it was immaterial, whether or not she had read them, or knew what they were

Cowan v milbourn

- facts: the defendant contracted to let rooms to the plaintiff; afterwards, discovering that they were intended to be used for the delivery of lectures maintaining that the character of Christ is defective and His teaching misleading, and that the Bible is no more inspired than any other book, he refused to allow the use of them, but did not assign this as a reason for his refusal - issue: landlord was owed rent - held: debt for rent was unenforceable as atheism contrary to public morality! - note this case would never be followed today! Atheists have to pay their bills! Is a good examples of how public morality and policy change over time

holman v johnson [1775]

- facts: the plaintiff sold and delivered a quantity of tea to the defendant in Dunkirk, France knowing that the defendant intended to smuggle it into England (without paying the relevant duty) - issue: the plaintiff brought an action against the respondent recovery of the value of the tea., the buyer refused to pay saying contract was illegal a tea was intended to be smuggled in to England. - held: agreement for the sale of tea at Dunkirk was valid and value of tea recoverable. as there was nothing illegal in buying tea in France - so this particular contract was not held void for illegality despite this being the foundational case on law of illegality.

Webster v Cecil (1861) 30 Beav 62

- facts: the plaintiff was negotiating to buy a house, and offered £2,000 the defendant replied..." I will sell it for £1,250" he meant to say £2,250 and the plaintiff realised this saying "i accept your offer" - defendant "but I made a mistake!" - held: the court refused to enforce the deal

Archbolds (Freightage) Ltd v S Spanglett Ltd

- facts: the plaintiffs Archbolds, were carriers who subcontracted with the defendants, Spanglett, for them to transport 200 cases of whisky from Leeds to London. Under the then in force Road Traffic Act 1933 a particular kind of licence, an "A" licence, was required to carry goods belonging to others for rewards. the defendants used a van which had no "A" licence. Due to a miscommunication, the plaintiffs did not know that the defendants lacked the correct licence - the whisky was stolen in transit due to the negligence of the defendants' driver - the plaintiffs claimed in negligence for the loss of the whisky. the case came to the court of appeal - issue: the defendants admitted their negligence but argued that the contract was illegal under the 1933 Act because they themselves laked the correct licence. Therefore, the contract was unenforceable and the plaintiffs should not be allowed to recover the value of their stolen whisky - held: the court held that the plaintiffs could recover on the contract. Pearce LJ said the first question was whether the contract was expressly or impliedly forbidden by statute. this was a contract of carriage not a contract to use an incorrectly licensed vehicle. the contract could have been performed using any vehicle. therefore, the contract of carriage itself was not illegal under the 1933 act - the only illegality arose out of the way it was performed. the plaintiffs had done nothing to breach to statute. therefore, they could sue on the contract - however, the defendants could not have recovered the price of the contract as they had breached the statute

cuthbertson v lowes (1870) 8M 1073

- facts: the purchaser of potatoes sold by the Scots acre obtained delivery, hut refused payment of the price on the ground that the contract was null and void under the Weights and Measures Acts 1824 - held: Although the court could not enforce the contract, the seller was entitled to recover the market value of the potatoes as at the date of delivery.

ritchie v glass

- facts: width of shop front mistake in report but buyer failed to check himself held: misstatement was not material

carmarthen developments ltd v. pennington, per lord hodge

- in october 2005 the pursuers entered into missives with the defender for the purchase of two plots of land amounting respectively to 0.355 hectares and .896 hectares. the plots of land formed part of the defender's land at West Reston Mains, Reston, Berwickshire. The missives in each contract comprised an offer document on behalf of the pursuers dated 18 october 2005 which contained all of the operative terms of the contract and an unqualified acceptance on behalf of the defender dated 19 october 2005. the contracts (clause 12 in each contract) contained a suspensive condition in the following terms: - it is an essential condition of this offer and the missives which the purchaser may at its sole option waive in whole or in part, that the purchaser: - obtains a satisfactory report following a geotechnical survey of the subjects - obtains outline planning permission for residential development and being satisfied with the servicing detail of the subjects - held: no need for acceptance only notification

gibson v manchester city council 1978 - exact wording matters, any qualification is not a legal offer

- issue concerned correspondence re possible council house sale - councils letter was not an offer with the wording "prepared to sell" were not strong enough to constitute an offer

Cramaso LLP v Ogilvie-Grant

- issue: whether partnership induced to enter into lease of grousemoor by negligent misrepresentation as to number of grouse - held: was negligent misrepresentation

thomas v james 1855 - does not apply to offers

- james posted an offer to thomson to purchase the estate of renniston for 6,400 pounds - december 1 thomson posted a letter of acceptance, but on the same day james had posted a letter withdrawing the offer both letters were delivered on dec 2 -held: a binding contract had been formed

philip & co v knoblauch 1907 - quotation of price and quantity is not an offer

- knoblauch was a merchant and philip & co were oil millers - there was a contract since K made an offer and was specific about the information, quantity, price, and his offer was solid

mathieson gee (ayrshire) v quigley 1952 - no consensus so no contract

- mathieson offered to supply equipment necessary for the removal of silt, contract of hire but quigley thought the offer was to remove the silt from his pond and thought he had accepted a contract of service, so each party thought there was a different type of contract - consensus in idem so no contract in existence

morton's Tr v aged christian friends association (1899) 2F 82

- morton wrote to committee offering to pay them £1,000 by means of 10 annual instalments of £100. the committee accepted. by time Morton died there were two instalments outstanding - held: there was unilateral gratuitous binding contract (not a promise) - estate must pay- the initial 'offer' was in writing

bathgate v rosie 1976 SLT (Sh. Ct.) 16

- mother of a boy, who had broken a shop window, promised the wife of the owner of the shop that she would pay for a new one. the cost of replacing the window came ot £65. in due course the shop owner sought to recover £65 from the parents of the child who refused to pay. the owner raised an action of payment. the mother argued that she was not bound to fulfil her undertaking because she gave it when her mind was affected by the error that she was legally liable for her son's actings whatever they were. - held: binding promise - made orally - but mother admitted making it in court so held bound

welch v cheesman (1973) 229 E.G. 99; Duress to person under English law

- mrs welch lived with Mr Cheesman for many years. he was a violent man. in fear of violence from the man she lived with transferred her interest (worth £3000) to him for only £300. - contract was voidable on grounds of duress and mrs welch was able to reduce the contract, mrs welsch got her house back

McCutcheon v David MacBrayne ltd 1964 S.C. (H.L.) 28 [1964] 1 WLR 125

-facts: McCutheon delivered his car to the defendant shipping company for carriage from the Hebrides to the mainland. The car was destroyed when the ship sank because of the company's negligence. - the company's usual practice was to issue a risk note to customers exempting them from liability for losses resulting from their negligence. McCutheon had signed such notes on previous occasions but had never read the terms. On this occasion, no such risk note was supplied, and McCutheon sought to recover the value of his car - issue: did terms in risk note, which contained an exemption clause, apply? - held: held, allowing A's appeal, that this was an oral contract and the conditions relied on were not imported into it so as to exempt R from liability in negligence.

petrie v earl of airlie (1834) 13 S. 68

- petrie, weaver in Arboath, gave information that his brother, david petrie, and one james lindsay, printers in arbroath, were the authors and printers of the placard - lord airlie communicated this info, to the Lord advocate and solicitor-general, who declined to prosecute, as they considered that no indictable offence had been committed - alexander petrie claimed the reward of a hundred guineas from lord Airlie, who admitted that the true authors and printers had been disclosed, but considered that the reward was not due, as there had been no conviction - held: the reward was offered unconditionally, for such information as should lead to the detection of the authors and printers of the placard. this information was confessedly given; and as neither prosecution nor conviction depended on the informer, he could not be deprived of his reward by the failure of others to prosecute and convict. basis of decision unclear but it could have been under promise.

smith v hughes 1870-71 - distinguished motive from intention

- plaintiff (smith) offered to sell defendant (hughes) oats and gave him a sample, defendant took sample and said that he would pay for the oats with 34s per quarter - defendant refused to accept the oats on the ground that they were new and he wanted old oats, but nothing was said at the time the sample was shewn as to their being old but the prices was very high for new oats. - court: two minds were not ad idem. no contract. motive operating on the buyer to induce him to buy with one of the essential conditions of the contract.

felthouse v bindley 1862 - silence does not amount to acceptance

- plaintiff wrote to nephew offering to buy his horse, and added "if i hear no more about him, i consider the horse mine" nephew did not reply but intended to sell horse to his uncle and told auctioneer not to sell horse. auctioneer sold horse to third party, uncle sued auctioneer for selling his property - held: nephew had not communicated intention to sell horse to uncle and no contract so no transfer of ownership to uncle and claim failed. silence does not usually amount to assent, the rule as to silence is designed to protect the offeree

regus (maxim) ltd v bank of scotland plc 2013 S.C. 331 2013 S.L.T. 477

- regus claimed £913,172 from bank of SCotland to cover the 'fit-out' costs incurred by the pursuer when it took a sub-lease of a building at Maxim Office Park at the Eurocentral site in North Lanarkshire - Regus claimed that the landlord of the subjects made a commitment to meet this sum as an incentive to the pursuer to take the sub-lease - issue: whether a letter by the defender dated 12 February 2010 created a legal obligation on the part of the defender to release the sum sued for from funds held by it to meet the landlord's commitment? - held: a clearly worded promise in the law of scotland is a unilateral justice act, acquiring binding force by reason of the declarant's expression of his will so to be count, placing an obligation on the promisor alone, and accordingly actings and reliance were irrelevant to constitution thereof; if conditional it became binding when the condition was fulfilled, and if conditional was not converted into a contract ex post facto - the bank letter did not constitute a clear binding promise by the defender to pay to the pursuer any sum in respect of fit-out costs, nor did it constitute a misrepresentation; and reclaiming motion refused. the court rejected Regus' appeal.

byrne v van tienhoven 1874-80 - withdrawal/revocation of offer must be communicated

- the defendant was based in cardiff and the plaintiff was based in New York and letters took ab 10-11 days to be delivered. - had a contract been formed? since plaintiff offered and then revoked before the plaintiff saw the revocation? - held: revocation of offer is not effective until communicated to offeree

r v clarke (1927) 40 CLR 227, high court of australia

- the government of western australia had offered a reward of £1000 for information leading to conviction of murderers of 2 policemen and suggested that a pardon might be available to any accomplice not being a person to have actually committed the murder - clarke and treffene were arrested in connection with one of the killings. clarke made a statement and gave evidence, after which Treffence and one other were convicted for that murder. nobody was charged with the other murder. clarke later claimed the reward for the first time. - held: clark not entitled to payment of reward because he gave information in ignorance of 'offer' of the reward

Boyd & Forrest v Glasgow & SW Rly Co 1915 SC (HL) 21

- the railway company invited tender for construction of part of a railway line, and they showed to intending offerors a journal of bores supposedly taken along the proposed route. Boyd & Forrest won the tender, but when the work was in progress they discovered more rock and hard ground than had been indicated by the journal of bores. Problem was that the data in the journal had been altered by one of the railway company's engineers, in the honest belief that some of the information supplied by the borers wa incorrect. After completing the work, Boyd & Forrest sued the railway company for more than £100,000, the extra costs they had incurred on the contract, on the basis that they had been induced to enter the contract through the engineer's fraudulent misrepresentation. - held: there was no fraud - the engineer had only altered the information where he honestly believed it to be incorrect - damages are not payable for innocent misrepresentation and the fact that restitutio in integrum was impossible excluded the remedy of reduction, so no remedy available was available in this case

hunter v bradford trust ltd 1977 S.L.T. (notes) 33 - a lawful threat is not force and fear

- two sisters who had carried on various businesses left to them by their father were in serious financial difficulties. the sisters agreed for Bradford to auction off the property in question. day before auction Bradford threatened to call off auction unless they were paid more. sisters agreed, so sisters to got a lot less money. - issue: sisters claimed to have agreed to new terms only under threat that if they did not do so the sale would be cancelled and they would be liable for all the expenses incurred as a result of the cancellation and this was force and fear - held: threat to cancel auction was lawful. contract valid, the pleas of force and fear failed because no force was involved even if there was fear.

earl of orkney v vinfra (1606) mor.16, 481

-"the earl having caused send this Vinfra to him to his castle in Zetland (Shetland) presented to him this contract subscribed by the Earl, and commanded him to subscribe it, which the said Andrew Vinfra refused, wherewith the said Earl was so offended, that with terrible countenance and words, and laying his hand upon his whinger, he threated with execrable oaths to bereave Vinfra of his life, and stick him presently though the head with his whinger if he subscribed not, and so for just fear he being compelled to subscribe it, the same was null - held: the lords of session found the exception very relevant

Hutton v Warren 1836

FACTS: The plaintiff was the tenant of a farm and the defendant was the landlord. The landlord gave the tenant notice to quit the farm and according to custom, the plaintiff had to work the land to the end of the tenancy. ISSUE: When the tenancy was at an end, the plaintiff then claimed that, in accordance to custom, he was entitled, on quitting the tenancy, to a fair allowance for seeds and labour on the arable land. HELD: the plaintiff was allowed a fair allowance for seeds and labour according to the prevailing custom. Parker B stated: 'We are of opinion that this custom was, by implication, imported into the lease. It has long been settled , that, in commercial transactions, extrinsic evidence of custom and usage is admissible to annex incidents to written contracts, in matters with respect to which they are silent ... this has been done on the principle of presumption that, in such transactions, the parties did not mean to express in writing the whole of the contract by which they intended to be bound, but a contract with reference to known usages.'

Seadrill v OAO Gazprom [2010] EWCA Civ 691 [2010] 1 C.L.C. 934

Facts Gazprom entered into a rig hire contract with Seadrill for the provision of the jack-up drilling rig EKHA. The contract was based the International Daywork Drilling Contract-Offshore ("IDDCO") form as developed by the International Association of Drilling Contractors ("IADC") The rig was to be used to drill an exploratory gas well in the Bay of Bengal. During pre-loading the stern legs (port and starboard) penetrated the sub-sea soil significantly with uneven and excessive trim to the stern. As a consequence, the legs became jammed and could not be moved up or down. Over the following two days the crew carried out a number of recovery operations which resulted in damage to the rig, her legs and jacking systems. She was subsequently towed to a shipyard in Singapore for repairs. The 'IDDCO' form contains an apparently sweeping exemption and indemnity clause. So Seadrill (who were factually to blame) argued that because of the indemnity clause Gazprom were responsible for bearing any loss caused by the casualty, notwithstanding that it was entirely due to the negligence of the Seadrill master and crew, because the parties had agreed in para. 501, 910 and 911 of the contract that losses of that kind should be borne by the operator and because in the event the seabed conditions did not prove satisfactory to support the rig properly within the meaning of para. 606.

George Mitchell (Chesterhall ) Ltd v Finney Lock Seeds Ltd [1983] 2 AC 803.

Mitchell farmed in East Lothian and ordered 30 lbs of winter cabbage seed from Finney's catalogue at a cost of £202. Turned out to be wrong kind of seed. Farmer lost crop and claimed £61,513 for loss of sale price of mature cabbage The contract provided that: 1. ......we will, at our option, replace .... defective seeds or plants.... 2. We hereby exclude all liability for any loss or damage arising from the use of any seeds or plants supplied by us...or for any other loss or damage whatever save for, at our option, liability for any such replacement or refund as aforesaid. 3. In accordance with the accepted custom of the seed trade any express or implied condition, statement or warranty, statutory or otherwise, not stated in these conditions is hereby excluded. Held: The clause did not satisfy the test of reasonableness. Mitchell could not have got the seed elsewhere on better terms as all seedsmen incorporated the same conditions. It was also shown in evidence that the suppliers could have insured against the risk of such losses without increasing the cost of the seed significantly; in addition, they regularly negotiated settlements in excess of the price of the seeds.

Anderson v Beacon Fellowship

afacts: anderson was a member called the beacon fellowship and gifted £23,000 in buckie to them - he claimed gift this was due to fraud and circumvention while he was in a condition of weakness and facility and, in any event, procured from him by undue influence on the part of those members. he averred that at that time he was seriously ill and depressed, had suffered from a manic depressive illness since 1981 and was weak of mind, emotionally vulnerable, scared and upset, as well as noticeably confused, frequently in a trance like condition and being treated from time to time with drugs prescribed for hypomania and depression. -held: both facility and circumvention and undue influence present 1) that there were many averments from which the court might infer weakness and facility in the pursuer at all material times 2) that the averments of repeated pressure in relation to financial matters coupled with religious observances and exhortation, all at a time when the pursuer was in fact owed money by the defenders, were sufficient to warrant an inference of circumvention capable of supporting a case of undue influence 3) that in any event the averments were habile to support a case of fraud and circumvention, which did not necessarily require deceit and proof before answer allowed

millar v tremamondo 1771

court of session held that a promise was not provable by evidence from witness a promise could only be proved by "writ or oath" limited the practical efficacy of promises! there are very few cases

ramsgate victoria hotel v montefoire 1866 - an offer may lapse simply through expiry of times

defendant offered to purchase shares in the claimant company at a certain price. six months later the claimant accepted this offer by which time the value of the shares had fallen. the defendant had not withdrawn the offer but refused to go through with the sale. the claimant brought an action for specific performance of the contract - held: the offer was no longer open as due to the nature of the subject matter of the contract the offer lapsed after a reasonable period of time. therefore there was no contract and the claimant's action for specific performance was unsuccessful

Armhouse lee ltd v chappell 1996

e- facts: Chappell used Armhouse, to place advertisements in magazines advertising Chappell's pre-recorded sex messages, erotic one to one conversations and contact sex facilities - following increased regulation of telephone sex lines and restrictions as to where the advertisements could appear, Chappell discontinued the advertisements and ceased payments to Armhouse. Armhouse claimed for sums outstanding and Chappell appealed, contending that the contracts between himself and Armhouse were unenforceable as a matter of public policy because of their illegal nature [a very hypocritical argument!] - held: dismissing the appeal, that the contracts to place advertisements for telephone sex lines were not void on public policy grounds. Although the advertisements were distasteful, telephone sex lines were generally accepted and had been placed under independent regulatory control by the Independent Committee for the supervision of standards of telephone information services - the provision of such lines did not amount to prostitution, and contracts for advertisements relating to them were consequently not immoral and a finding of unenforceability due to immoral purposes should be made only where an element of public harm was incontestable, fender v st john mildmay -

DSND Subsea Ltd v Petroleum Geo Services ASA [200] BLR 530

facts: DSND entered into a memorandum of understanding varying the terms of the agreement with PGS, after DSND was found to have a made a misrepresentation in their original agreement. PGS then cancelled the agreement, claiming that DSND had breached the terms of the agreement by making false representations and forcing PSG to sign under duress. DSND argued that PSG had not validly terminated the contract, as there was no duress and that there had been no misrepresentation, although DSND had agreed to a variation. PGS claimed they had validity terminated the agreement after DSND had breached the terms of their main agreement by misrepresentation issues: the issue was whether the representation made by DSND led PGS to sign the agreement and whether that amounted to duress held: the appeal by PGS was dismissed. the court found that the misrepresentation had not led PGS to sign the agreement in the first instance and that there had been no evidence that any duress had occurred.

gray v binny (1879) 7 R 332

facts: a wealthy 24 year old gentleman inexperienced in the way of business or law having inherited a large estate was persuaded by his mother to sell his estate for a fraction of its tru value to "mrs graham binny, the family solicitor, was at once the intimate friend and the law adviser of mrs gray enjoying her full confidence, and much mixed up with her affairs, being himself her creditor in a debt of £8000 imperfectly secured" - issue: could gray have the contract reduced? - held: yes he could on grounds of undue influence

MacGilvary v Gilmartin

facts: mrs MacGilvary was a widow who lived in Cullipool, isle of luing - her daughter came to live with her and persuaded her mother to gift her house for nothing to her daughter shortly after her husband's death and while she was still in a state of deep grief. - mrs macgilvary wanted her house back - held: the contract was held to be reducible on grounds of facility [caused by grief] & circumvention [getting house for nothing]

atlas express ltd v kafco Q.B. 833; [1989] 3 W.L.R. 389; [1988] 12 WLUK 148

facts: the Kafco imported basket ware and entered a contract with Atlas to sell and deliver baskets to Atlas retail stores. Atlas tried to negotiate a further term in the contract for a minimum order of £440 per trailer load. several days later, an Atlas representative turned up to Kafco's premises with an empty trailer and told Kafco that if the trailer was not returned with £440 worth of goods as the new minimum, the trailer would be driven away unloaded. Kafco reasonably believed they would be unable to negotiate further terms of the contract and thereby sabotaging their opportunity to trade with Atlas, so they felt compelled to sign the agreement and meet the new terms of minimum stock trade. The agreement continued until Kafco sent them money on account and a letter stating they had signed the contract under duress. Atlas sued for the money on account issues: whether Kafco signed in duress, even though they had honored the contract held: kafco were found to have signed the agreement under economic duress as they felt that in the circumstances they had no alternative but to sign the varied contract. Kafco had not approved the new terms of the agreement (as they had previously rejected the proposed variation) and further, there was no consideration for the new agreement as the variation placed Kafco in a less favourable position financially. Thus, their non-payment of the money of account resulted from the duress

smith v oliver 1911 SC 103 - unforceable promise

mrs. oliver made an oral promise to pay for building of a new catholic church in edinburgh. work commenced on church. she promised to make a bequest to pay for the work. when Mrs. oliver died archbishop Smith on behalf of the church claimed she had promised them £7,000 to complete building works but she made no relevant provision in her will - held: this was a verbal promise to pay, which could not be converted into a mutual contract by re interventus (circumstances); and that consequently the obligation could be proved only by writ or oath, which was obviously now imposible after death of mrs. oliver so no promise created

harvey v facey 1983 - provision of information is not an offer

ncase concerned potential sale of a house in jamaica in the caribbean called Bumper hall pen - communication was made by slow and expensive telegraph so minimum words were used - was this offer met by an unqualified acceptance which created a contract? - no, the privy council held that there was no contract concluded between the parties, Facey had not directly answered the first question as to whether they would sell and the lowest price stated was merely responding to a request for information not an offer. no evidence of an intention that the telegram sent by Facey was to be an offer. Harvey had provided information not made an offer.

morrisson v robertson 1908 SC 332: a void contract

nn- telford approached morrisson, a farmer, claiming to be the son of Wilson of Bonnyrigg and offered to buy 2 cows from him. Although Morrisson did not know the man, he knew of Wilson, who was a neighbouring farmer of good financial standing. - Morrisson let the man have the 2 cows on credit. In fact, the man was not the son of Wilson but a rogue called Telford. Telford sold the 2 cows to Robertson. When Morrisson found this out he sought to recover the cows from Robertson - issue: could Morrisson his cows from Robertson? (Robertson was innocent third party buyer of cows) - held: yes he could, because there had been no contract between Morrisson and Telford. The purported transaction was a complete nullity. - reason for this being that error as to identify of a contracting party can be an essential error which prevented creation of the contract. - accordingly, Telford had no rights which he could pass on to Robertson, so Morrisson was entitled to recover his cows.

Raffles v Wichelhaus (1864)

the defendant agreed to buy cotton from the plaintiff, the contract providing that it was to arrive "ex Peerless". In fact, byamazin coincidence there were two ships called "Peerless", both sailing from Bombay with a cargo of cotton, one sailing in October and one in December. the buyer thought his cotton was to be shipped in October, but the seller intended to ship the cotton on the Peerless sailing in December - held: there was no contract because there was no consensus in idem. This was mutual error and the court could find no reason for preferring one party's interpretation to the other's.