Day moris vs voice Sold! Without really meaning to...

Mrs Voyce AND her husband were due to divorce. So Mrs Voyce contacted estate agent Day Morris in order to obtain a current market valuation of their house. Mrs Voyce should have signed and returned a letter from Day Morris which said it would market the house and take a 2.5% commission. She did neither, and treated its correspondence as junk mail. Day Morris introduced Janet Lee who made an offer which Mr Voyce rejected. When the divorce court decided that Mr Voyce would get his wife's share of the house and pay her cash, Mrs Voyce told Day Morris to take the house off the market. However, Mr Voyce tracked down Mrs Lee and sold her the house. Day Morris wanted its commission and took Mrs Voyce to court. She argued that there was no contract and anyway she had no control over the sale of the house. The court disagreed, holding that Mrs Voyce should have explained any reservations when the agents first started the process. She had accepted by conduct and was bound by it. Moral: You don't have to sign Case: Day Morris Associates v Voyce EWCA Civ 189. (February 2003) Hyde vs wrench Wrench (D) offered to sell his estate to Hyde for 1200 pounds and Hyde (P) declined. Wrench then made a final offer to sell the farm for 1000 pounds. Hyde in turn offered to purchase the property for 950 pounds and Wrench replied that he would consider the offer and give an answer within approximately two weeks. Wrench ultimately rejected the offer and the plaintiff immediately replied that he accepted Wrenchs earlier offer to sell the real estate for 1000 pounds. Wrench refused and Hyde sued for breach of contract and sought specific performance, contending that Wenchs offer had not been withdrawn prior to acceptance. Issue it is a counter offer and it negates the original offer Bmt vs ex Ex-Cell-O wished to purchase a machine from Butler. Butler sent out a quotation of 75,535 along with a copy of their standard terms of sale. The terms included a price variation clause and a term that the seller's terms would prevail over any terms submitted by a purchaser. The machine would be delivered in 10 months. Ex-Cell-O put in an order for the machine at the stated price and sent a set of their terms which did not include the price variation clause. The order contained an acknowledgement slip which required a signature by Butler and was to be returned to Ex-Cell-O. This slip stated that the contract would be subject to the terms stated overleaf. Butler duly signed the slip and returned it. The machines were then delivered and Butler sought to enforce the price variation clause and demanded an extra 2,893. Ex-Cell-O refused to pay.

Held: The offer to sell the machine on terms provided by Butler was destroyed by the counter offer made by Ex-Cell-O. Therefore the price variation clause was not part of the contract. The contract was concluded on Ex-Cell-O's terms since Butler signed the acknowledgement slip accepting those terms. Where there is a battle of the forms whereby each party submits their own terms the last shot rule applies whereby a contract is concluded on the terms submitted by the party who is the last to communicate those terms before performance of the contract commences. Back to lecture outline on offer and acceptance in Contract Law F vs b A nephew discussed buying a horse from his uncle. He offered to purchase the horse and said if I don't hear from you by the weekend I will consider him mine. The horse was then sold by mistake at auction. The auctioneer had been asked not to sell the horse but had forgotten. The uncle commenced proceedings against the auctioneer for conversion. The action depended upon whether a valid contract existed between the nephew and the uncle. Held: There was no contract. You cannot have silence as acceptance.

Back to lecture outline on offer and acceptance in Contract Law Williams v Roffey Bros [1990] 2 WLR 1153 The defendants were building contractors who entered an agreement with Shepherds Bush Housing Association to refurbish a block of 27 flats. This contract was subject to a liquidated damages clause if they did not complete the contract on time. The defendants engaged the claimant to do the carpentry work for an agreed price of 20,000. 6 months after commencing the work, the claimant realised he had priced the job too low and would be unable to complete at the originally agreed price. He approached the defendant who had recognised that the price was particularly low and was concerned about completing the contract on time. The defendant agreed to pay the claimant an additional 575 per flat. The claimant continued work on the flats for a further 6 weeks but only received an additional 500. He then ran out of money and refused to continue unless payment was made. The defendant engaged another carpenter to complete the contract and refused to pay the claimant the further sums promised arguing that the claimant had not provided any consideration as he was already under an existing contractual duty to complete the work. Held:

Consideration was provided by the claimant conferring a benefit on the defendant by helping them to avoid the penalty clause. Therefore the defendant was liable to make the extra payments promised. Back to lecture outline on consideration Shadwell v Shadwell, [1860] EWHC CP J88 Facts: D (P's uncle) promised P 150 yearly during D's life until P's annual income from P's profession as chancery barrister reached 600 guineas. In consideration (return) P was to marry one Ellen Nicholl. P married EN (whom she has promised to marry anyway) and the uncle fulfilled his promise until after his death. After his death, his estate refused to continue the annual payments to P. Issue(s): Was there any consideration flowing from the P to D in accordance with the term of D's promise? Ratio: Performance of an existing contractual duty owed to a 3rd party is a sufficient consideration for a promise, it does not seem to matter if promisee cannot prove that s/he has suffered a detriment or that the promisor has earned a benefit. Analysis: Marriage is a boon to a man In a sense it also exposes a man to a loss; Pl may have made pecuniary adjustments in expectation of the uncle?s promise which if not kept would result in embarrassment The uncle, as the promisor is not totally without benefit; he has interest in the status of his nephew Holding: Decision in favour of Plaintiff.

Comments: Reaffirmed in Canada re. Heichman v. National Trust Co.

Universe Tankships v International Transport Workers Federation, The Universe Sentinel [1983] 1AC 366 House of Lords

The ITWF blacked a ship, The Universe Sentinel, to prevent it from leaving port. They made several demands in relation to pay and conditions and also demanded the ship owners pay a large sum of money to the Seafarers International Welfare Fund. The ship owners agreed in order that the ship could leave port and then sought to recover the sum paid to the welfare fund. Held: The money had been extracted under economic duress and could be recovered. The House of Lords held that earlier case law had been wrong to look at coercion of the will so as to vitiate consent. During an analogy with the defence in criminal law where it is recognised that a defendant acting under duress has the intention to commit the offence but is excused from the crime because they had no choice but to submit. Accordingly two elements of duress were identified: 1. Compulsion of the will - absence of choice 2. Illegitimacy of the pressure Back to lecture outline on Duress BLACKPOOL & FYLDE AERO CLUB LTD V BLACKPOOL BOROUGH COUNCIL [1990] 1 WLR 1195 FACTS: D invited tenders to operate flights, tenders had to be submitted no later than noon on 17 March 1983 claimant (C) posted tender in Town Hall letter box at 11am on 17 March 1983, letter box was due to be collected at noon but was not D did not consider C's tender as it was wrongly recorded as a late submission ISSUE: could C sue for breach of an implied promise that tenders returned on time would be considered? HELD: Court of Appeal found invitation was an offer to consider any tender which was submitted as required and tenders correctly submitted would be acceptance of that offer

 there was a unilateral contract, binding D to consider C's tender Lord Bingham: 'It is of course true that the invitation to tender does not explicitly state that the Council will consider timely and conforming tenders. That is why one is concerned with implication. But the Council does not either say that it does not bind itself to do anything, and in the context a reasonable invitee would understand the invitation to be saying, quite clearly, that if he submitted a timely and conforming tender it would be considered, at least if any other such tender were considered...' decision highlighted that only a select few were invited to put forward tenders 'in a clear, orderly and familiar procedure', seems these factors form an important part of reasoning allowing term to be implied decision is controversial, unclear exactly when invitations for tenders will be subject to implied term This