An expression of willingness to

contract on certain terms, made with

the intention that it shall become
binding as soon as it is accepted by
the person to whom it is addressed.

Treitel
Carlill v Carbolic Smoke Ball Company [1893]
CSB made a product that they claimed would keep
the flu away from anyone who took it. They
published it in the papers claiming that anyone
who got the flu after taking it would be rewarded
with 100.
Mrs. Carlill claimed that she got the flu, but CSB
refused to pay, so she sued for breach of contract.
Ruling: Usually, acceptance must be
communicated, but one who makes a unilateral
offer for the sale of goods by means of an
advertisement impliedly waives notification of
acceptance if his purpose is to sell as much
product as possible
 Powell v Lee (1908):
P applied for job and received informal
acceptance from a board member. After the
board changed its mind, P sued the school.

R v Clarke(1927)
Reward "for such information as shall lead to
the arrest and conviction of the person or
persons who committed the murders
Held: Necessary to act in "reliance on" an
offer in order to accept it
Bloom v American Swiss Watch Co. (1915)

The claimant gave evidence to the authorities

which led to the arrest of some jewel thieves.
He then discovered that the defendant had
previously advertised a reward for such
information. The defendant refused payment.

Held: the defendant was not legally obliged to

pay as no contract to do so existed between
the parties, since the offer of the reward had
not been communicated to the claimant prior
to his giving the information
 Williams v Carwardine (1833)

Mrs. Carwardines husband was murdered, so she

offered a reward of 20 for whomever would give
information that would lead to the arrest and conviction
of the murderers. Mrs. Williams knew about the reward,
but did not say anything about her husband being the
murderer until he savagely beat her.
Mrs. C refused to pay, stating that Mrs. Ws reason for
giving evidence was not for the reward, but for revenge
A vague offer cannot be accepted

Loftus v Roberts (1902) salary to

be arranged

Scammel v Ousten (1941) no

certainty as to the terms of the
agreement
An agreement to make an agreement or
an agreement to negotioate at a later
date will not constitute a valid contract.
It will be void ab initio (void from the
beginning/never existed):

Walford v Miles (1992)

Gibson v Manchester City Council (1979)

Invitation to treat - invitation for others
to make an offer

Public Advertisements Partidge v

Crittenden (1968)
Goods in a shop window Fisher v Bell
(1961)
Goods on a shelf Timothy v Simpson
(1834)
 Offer can be withdrawn at any time before
acceptance, but it MUST be communicated to
the offeree before acceptance

Byrne v Van Tienhoven (1880)

1st October V posted letter offering goods for sale
8th October V revoked the offer, which arrived on
20th Oct.
11th October B accepted offer
15 October B posted letter confirming acceptance
 Payne v Cave (1789) auction is invitation to treat
until hammer goes down
Buyers & Auctioneers

Warlow v Harrison (1859) Owner made highest bid

to win auction to prevent underselling. There was
a breach of contract between auctioneer and highest
bona fide bidder, therefore the plaintiff has the right
of action against the auctioneer.

Barry v Davies [2000] A without reserve auction

cannot be cancelled because of low bid
Buyers & Sellers
McGowan & Co. v Gomes [1891-93] L.R.B.G.
171

Facts:A merchants stock was offered for sale in an

advertisement headed highest offer gets it and in
which tenders were invited. The Plaintiff made a
tender; the defendants refused to sell at the price
tendered, there being only one tender.

Held:The advertisement constituted an offer to sell,

and therebeing no condition in the advertisement that
thereshould be more than one offer, the plaintiffs
tenderwas an acceptance which bound the defendant.
Situations where the revocation of an
offer does not need to be communicated
to the offeree

1.Where offers are made to the world at

large

2.Where communication does not occur

because of the offerees conduct; e.g.,
changing address or receiving mail but
not reading it
An acceptance is a final and unqualified
assent to the terms of an offer

Acceptance Rules
1. Acceptance must be unconditional

2. A counter-offer is not an acceptance

3. Acceptance must be communicated

 Prohibits an offeree from changing the terms of
that offer
Counter-Offer negates initial offer

Hyde v Wrench (1840)

W offered to sell a farm to H for 1000. H offered
to pay 950, but W rejected the offer. H then
agreed to pay the 1000, but W refused to sell
him the farm

Stevenson, Jaques, & Co. v McLean [1880]

However, a request for more information is not a
counter-offer.
Cannot form basis of contract even though party
to whom made may have acted upon it.
Re Fickus (1900)

Supply of information cannot amount to an offer

Harvey v Facey (1893)
H: "Will you sell us Bumper Hall Pen? Telegraph
lowest cash price-answer paid;"

F: "Lowest price for Bumper Hall Pen 900."

H:"We agree to buy Bumper Hall Pen for the sum

of nine hundred pounds asked by you.
"Frequently an offeree, while making a positive
acceptance of the offer, also makes a request
or suggestion that some addition or
modification be made. So long as it is clear
that the meaning of the acceptance is
positively and unequivocally to accept the
offer whether such request is granted or
not, a contract is formed."

Masters v Cameron (1954) [Australian] Initial

judgment suggested a contract, but was
reversed on appeal.
Ardente v Horan (1976) [American]
1. Acceptance must be according to
method unless it does not
disadvantage offerer and gets there
in the same amount of time as the
prescribed method Yates v Pulleyn
(1975): Ordinary post instead of
recorded

2. Silence is not acceptance

 Silence is not acceptance Felthouse v
Bindley (1862): If I hear no more from
him, I consider the horse mine
Acceptance must actually be
communicated: receipt rule
Adams v Lindsell (1818)

2nd September Offer letter to sell

goods asking for reply in the post
5th September Offer received and
acceptance sent
9th September Acceptance received,
but goods were sold on the 8th

Courts: Binding contract

Effective communication of acceptance
by letter, is on posting until

Entores Ltd. v Miles Far East Corp.

[1955]

The contract is only complete when the

acceptance is received by the offeror.