Contract Law 2025 - 2026
Case Law Notes
1
, FORMATIVE ELEMENTS – CASE LIST
I. Formative Elements 1: Offer and Acceptance
A. Offer
1. SUBJECTIVE INTENTION VS OBJECTIVE INTENTION
Case Facts Ruling Significance
Smith v Hughes agreed to buy oats from The court held that Contracts are based on
Hughes Smith, believing they were old a binding contract objective intention, not
(1871) oats. In fact, the oats were new. existed. Hughes subjective belief. What matters
LR 6 QB Smith knew of Hughes’ mistaken was required to pay is how the parties’ words and
597 belief but did not correct it. for the oats. conduct would appear to a
Hughes later refused to pay, reasonable person. A unilateral
claiming there was no true mistake does not invalidate a
agreement. contract unless it is caused by
misrepresentation or
misleading conduct.
RTS RTS Flexible Systems agreed to The Supreme Court This case reinforces the
Flexible design and install automated held that a binding objective approach to intention
Systems yoghurt-filling equipment for contract did exist. in contract law. The court
Ltd v Molkerei Alois Müller. The parties Despite the focused on what the parties’
Molkerei began work and made payments “subject to actions would convey to a
Alois even though a written contract contract” wording, reasonable person, rather than
Muller was marked “subject to contract” the parties’ their subjective views about
Gmbh & and never formally signed. A conduct showed whether they were bound. Even
Co KG dispute later arose, and Müller they intended to be without a signed contract,
[2010] argued that no binding contract legally bound on consistent performance and
UKSC existed because the written agreed terms. payment can objectively
14 agreement had not been finalised. demonstrate an intention to
create legal relations.
2. AN OFFER EXHIBITS THE INTENTION TO LEGALLY COMMIT
Case Facts Ruling Significance
Storer v Manchester City Council sent The Court of An offer must demonstrate a
Manchester Storer a completed agreement Appeal held that a clear intention to be legally
City for the sale of his council binding contract bound. The council’s wording
Council house, stating that the council had been formed. was firm and unconditional,
[1974] 3 All “will send you the agreement The council’s letter showing an objective intention
E.R. 824 signed on behalf of the constituted a to commit rather than merely
council” if he signed and definite offer, negotiate. Once Storer
returned it. Storer signed and which Storer accepted, the council could not
returned the document. Before accepted by withdraw. The case reinforces
the council signed, a change in signing and that contractual intention is
2
, political control led the returning the judged objectively by the
council to refuse to proceed agreement. certainty of the offer’s language,
with the sale. not by later changes in
subjective intention.
Gibson v Manchester City Council wrote The House of Lords This case contrasts with Storer v
Manchester to Gibson stating that it “may held that no Manchester City Council and
City be prepared to sell” his council binding contract shows that an offer must clearly
Council house and invited him to make had been formed. exhibit an intention to be legally
[1979] 1 a formal application to buy it. The council’s letter bound. The use of tentative
WLR 294 Gibson completed the did not amount to language such as “may be
application and paid the an offer but was prepared to sell” indicated no
required fee. Before any further only an invitation to objective intention to commit.
steps were taken, the council treat. As there was no definite offer,
changed political control and Gibson’s response could not
decided not to proceed with amount to acceptance, and no
the sale. contract arose.
3. AN OFFER IS DISTINCT FROM:
(a) An invitation to treat
Case Facts Ruling Significance
Pharmaceutical Boots operated a self- The Court of Establishes that the display
Society v Boots service pharmacy where Appeal held that of goods is distinct from an
[1953] 1 QB 401 customers selected the display of offer and is instead an
medicines from shelves and goods on the invitation to treat. It confirms
took them to a cashier to shelves was an that an offer must show a
pay. Certain medicines were invitation to treat, willingness to be immediately
required by law to be sold not an offer. The bound upon acceptance,
under the supervision of a offer was made by which a shop display does
registered pharmacist. The the customer when not. The decision protects
Pharmaceutical Society presenting the sellers’ control over whether
argued that displaying the goods at the to accept or reject a
medicines on shelves checkout, and transaction and is a key
amounted to an offer, which acceptance authority in distinguishing
would make the sale occurred when the offers from invitations to
unlawful because no cashier completed treat.
pharmacist was present at the sale under a
that point. pharmacist’s
supervision.
Partridge v Partridge placed an The court held that This case confirms that
Crittenden advertisement in a magazine the advertisement advertisements are generally
[1969] 1 WLR offering bramble finches for was not an offer but invitations to treat rather than
1204 sale at a stated price. He an invitation to offers. An offer must show an
was charged with unlawfully treat, and Partridge intention to be bound to
offering a protected wild bird was therefore not anyone who accepts,
for sale. The issue was whereas an advertisement
3
, whether the advertisement guilty of the merely invites potential
itself amounted to a legal offence. buyers to make offers. The
offer. decision prevents advertisers
from being contractually
bound to an unlimited
number of acceptances and
reinforces the distinction
between an offer and an
invitation to treat.
Thornton v Thornton drove into an The Court of Clarifies when an offer is
Shoe Lane automatic car park operated Appeal held that made and accepted in
Parking (1970), by Shoe Lane Parking. At the the contract was automatic transactions. The
[1971] 2 QB 163 entrance, a machine issued formed at the display at the car park
a ticket after Thornton drove moment the entrance constituted an offer,
in, and the ticket referred to customer drove which Thornton accepted by
conditions displayed inside into the car park driving in. The ticket was not
the car park, including an and received the an offer but merely evidence
exclusion clause. Thornton ticket. Any terms of the contract. The case
was later injured in the car introduced after shows that once an offer is
park and the company relied that point, accepted, later terms cannot
on the exclusion clause to including the be imposed, and it highlights
deny liability. exclusion clause, how an offer is distinct from
were not subsequent notices or
incorporated into invitations to treat.
the contract.
(b) Supplying information
Case Facts Ruling Significance
Harvey Harvey sent a telegram to The Privy Council This case establishes that providing
v Facey asking, “Will you sell us held that no information, such as a price, is not
Facey Bumper Hall Pen? Telegraph binding contract the same as making an offer. An offer
(1893), lowest cash price.” Facey existed. Facey’s requires a clear intention to be bound
[1893] replied, “Lowest price for reply was not an upon acceptance, whereas Facey’s
AC Bumper Hall Pen offer but merely a response only supplied factual
552 £900.” Harvey then statement of the information. As no offer was made,
telegraphed back stating that minimum price he Harvey’s attempted acceptance was
he accepted the offer to buy at would consider ineffective, reinforcing the distinction
£900. Facey refused to sell, between an offer and a mere
arguing that no offer had been statement of information
made
4
Case Law Notes
1
, FORMATIVE ELEMENTS – CASE LIST
I. Formative Elements 1: Offer and Acceptance
A. Offer
1. SUBJECTIVE INTENTION VS OBJECTIVE INTENTION
Case Facts Ruling Significance
Smith v Hughes agreed to buy oats from The court held that Contracts are based on
Hughes Smith, believing they were old a binding contract objective intention, not
(1871) oats. In fact, the oats were new. existed. Hughes subjective belief. What matters
LR 6 QB Smith knew of Hughes’ mistaken was required to pay is how the parties’ words and
597 belief but did not correct it. for the oats. conduct would appear to a
Hughes later refused to pay, reasonable person. A unilateral
claiming there was no true mistake does not invalidate a
agreement. contract unless it is caused by
misrepresentation or
misleading conduct.
RTS RTS Flexible Systems agreed to The Supreme Court This case reinforces the
Flexible design and install automated held that a binding objective approach to intention
Systems yoghurt-filling equipment for contract did exist. in contract law. The court
Ltd v Molkerei Alois Müller. The parties Despite the focused on what the parties’
Molkerei began work and made payments “subject to actions would convey to a
Alois even though a written contract contract” wording, reasonable person, rather than
Muller was marked “subject to contract” the parties’ their subjective views about
Gmbh & and never formally signed. A conduct showed whether they were bound. Even
Co KG dispute later arose, and Müller they intended to be without a signed contract,
[2010] argued that no binding contract legally bound on consistent performance and
UKSC existed because the written agreed terms. payment can objectively
14 agreement had not been finalised. demonstrate an intention to
create legal relations.
2. AN OFFER EXHIBITS THE INTENTION TO LEGALLY COMMIT
Case Facts Ruling Significance
Storer v Manchester City Council sent The Court of An offer must demonstrate a
Manchester Storer a completed agreement Appeal held that a clear intention to be legally
City for the sale of his council binding contract bound. The council’s wording
Council house, stating that the council had been formed. was firm and unconditional,
[1974] 3 All “will send you the agreement The council’s letter showing an objective intention
E.R. 824 signed on behalf of the constituted a to commit rather than merely
council” if he signed and definite offer, negotiate. Once Storer
returned it. Storer signed and which Storer accepted, the council could not
returned the document. Before accepted by withdraw. The case reinforces
the council signed, a change in signing and that contractual intention is
2
, political control led the returning the judged objectively by the
council to refuse to proceed agreement. certainty of the offer’s language,
with the sale. not by later changes in
subjective intention.
Gibson v Manchester City Council wrote The House of Lords This case contrasts with Storer v
Manchester to Gibson stating that it “may held that no Manchester City Council and
City be prepared to sell” his council binding contract shows that an offer must clearly
Council house and invited him to make had been formed. exhibit an intention to be legally
[1979] 1 a formal application to buy it. The council’s letter bound. The use of tentative
WLR 294 Gibson completed the did not amount to language such as “may be
application and paid the an offer but was prepared to sell” indicated no
required fee. Before any further only an invitation to objective intention to commit.
steps were taken, the council treat. As there was no definite offer,
changed political control and Gibson’s response could not
decided not to proceed with amount to acceptance, and no
the sale. contract arose.
3. AN OFFER IS DISTINCT FROM:
(a) An invitation to treat
Case Facts Ruling Significance
Pharmaceutical Boots operated a self- The Court of Establishes that the display
Society v Boots service pharmacy where Appeal held that of goods is distinct from an
[1953] 1 QB 401 customers selected the display of offer and is instead an
medicines from shelves and goods on the invitation to treat. It confirms
took them to a cashier to shelves was an that an offer must show a
pay. Certain medicines were invitation to treat, willingness to be immediately
required by law to be sold not an offer. The bound upon acceptance,
under the supervision of a offer was made by which a shop display does
registered pharmacist. The the customer when not. The decision protects
Pharmaceutical Society presenting the sellers’ control over whether
argued that displaying the goods at the to accept or reject a
medicines on shelves checkout, and transaction and is a key
amounted to an offer, which acceptance authority in distinguishing
would make the sale occurred when the offers from invitations to
unlawful because no cashier completed treat.
pharmacist was present at the sale under a
that point. pharmacist’s
supervision.
Partridge v Partridge placed an The court held that This case confirms that
Crittenden advertisement in a magazine the advertisement advertisements are generally
[1969] 1 WLR offering bramble finches for was not an offer but invitations to treat rather than
1204 sale at a stated price. He an invitation to offers. An offer must show an
was charged with unlawfully treat, and Partridge intention to be bound to
offering a protected wild bird was therefore not anyone who accepts,
for sale. The issue was whereas an advertisement
3
, whether the advertisement guilty of the merely invites potential
itself amounted to a legal offence. buyers to make offers. The
offer. decision prevents advertisers
from being contractually
bound to an unlimited
number of acceptances and
reinforces the distinction
between an offer and an
invitation to treat.
Thornton v Thornton drove into an The Court of Clarifies when an offer is
Shoe Lane automatic car park operated Appeal held that made and accepted in
Parking (1970), by Shoe Lane Parking. At the the contract was automatic transactions. The
[1971] 2 QB 163 entrance, a machine issued formed at the display at the car park
a ticket after Thornton drove moment the entrance constituted an offer,
in, and the ticket referred to customer drove which Thornton accepted by
conditions displayed inside into the car park driving in. The ticket was not
the car park, including an and received the an offer but merely evidence
exclusion clause. Thornton ticket. Any terms of the contract. The case
was later injured in the car introduced after shows that once an offer is
park and the company relied that point, accepted, later terms cannot
on the exclusion clause to including the be imposed, and it highlights
deny liability. exclusion clause, how an offer is distinct from
were not subsequent notices or
incorporated into invitations to treat.
the contract.
(b) Supplying information
Case Facts Ruling Significance
Harvey Harvey sent a telegram to The Privy Council This case establishes that providing
v Facey asking, “Will you sell us held that no information, such as a price, is not
Facey Bumper Hall Pen? Telegraph binding contract the same as making an offer. An offer
(1893), lowest cash price.” Facey existed. Facey’s requires a clear intention to be bound
[1893] replied, “Lowest price for reply was not an upon acceptance, whereas Facey’s
AC Bumper Hall Pen offer but merely a response only supplied factual
552 £900.” Harvey then statement of the information. As no offer was made,
telegraphed back stating that minimum price he Harvey’s attempted acceptance was
he accepted the offer to buy at would consider ineffective, reinforcing the distinction
£900. Facey refused to sell, between an offer and a mere
arguing that no offer had been statement of information
made
4
