i Sg.-ctiorll: Offer and Acceptance
, Formation of a contract
: The legal issue at hand is that we have to ascertain if there was an existing contract
between and
Rule: For the existence of a contract, there must be presence of 4 elements.
1) An offer
2) An Acceptance
3) Consideration
4) lntention to create legal relation
Step 1: lssue: Was the proposal is an offer or an invitation to treat?
OFFER
Rule: An offer is defined in Gay Choan lng as an offer, capable of being converted into an agreement by acceptance, must consist
of a definite promise to be bound provided that certain specified terms are accepted.
3 questions to ask to distinguish between both: {1) intention to be bound? {2) room for negotiation? (3) ability to be accepted
immediately (i.e. selle/s stocks)?
INVITATION TO TREAT (W EXGEPTIONS)
There are four stereotyped situations in which the law amounts it to an invitation to treat, rather than an orfer {1)
advertisements {2) display of goods (3) auctions (4) tenders.
Rule: Offer definition. The legal issue at hand is llT rulel. Nevertheless, the Court of Appeal in Gay Choon lng held that
ultimately, it is a matter of the parties' language used and intentions.
i1j E are generally considered to be an invitation to treat as laid down h the case Pot dqevcrittenden (1968).
' Tire r-iiicrilj-6 hehlrrd thci: is irased or ti"!e i"isciri|rg !hal vlev,,ei: firiglrt,.,,a j'i tc negcijate fLrrther anil giveI ihai earl seller
h;s a li,niagd .lrncuiri gtr1ods Ln scii, hir .jr she r'l'rigi-ri. not be rn ii'e pcsitiof 16 teil 'io :1i thaa resircrrr-1. Al".J, a irarly arlrrtc:
:in::'i '.rp an of,er \fhicb"i he kilow: to ha istal(e!1.
The exception of adveriisement is the case of Carlillv Carbolic Smoke Boll Co (1-8931, where the courc had rejected that
the advertisement was an invitation to ireat as an intention to be bound is clearly shown with the defendants' deposit
of E1000 into the bank.
. other exceptions include advertisements where the buyer is guided on screen step by step by the seller until he clicks "l
accept" and pays the purchase price online
. A case of mistake cao be seen in Chwee Kin Keonq ond . (Defendant advertised
on their website laser printers for sale, but an employee mistakenly quotes S66 instead of S3854 each. Plaintiffs
spotted the error and purposed bought the printers at S66. When defendant realised the mistake and declined all
orders, plaintiffs sued as they received automated confirmation emails from the defendant which they claim are
bindine.)
(z) rrlu G is generally regarded as invitations to treat as illustrated in the case of Phormoceutical societv of Greot
Britoin v Boots Cosh Chemists {Southern) Ltd l1953L lt elDlain5 ii.al lccacranae anly oc.ui"s.rher'! ihe c3sl.:i,:i accepts the L,.r,ler"s
tn.l'ie.rf fof lre g.5ds. The r.l.ioneie i: so lhai lhe selier can [efi.]!e rc seli ti're Aoods :f he ie,rlires ahe irice cr'ihe Eecil is
(aai.
(3) The calls for bids in an I invitation to treat, as explained in the case o+ Pavne v cqve (178q. ra.h 5i{)
is an
.r!r!iitutes an offer whlcir coulo tre \r/ithdrarvi'r at ailv iine until rt is 6ccept€11 \riih 1"he laii af ihe auctionee{'s ham;ne.. This is
clirt'ilm3C in the se.tic 57(2) Sal€r oi Gcods Ar1.
. An exception of auction sale is illustrated in the case of Wqrlow v Harrison (18591. where it is held by the court that an
auction advertised as "without reserve" amounts to an offer by the auctioneer that once the auction commenced, the
lot will be sold to the highest bidder however low the bids may be.
"
,(4) An to invitatlon to treat and a tender is an offer made, as in Spencer v Hordina 11970)
is an
circula r was not an offer, but merely an invitation to gather tenders, upon which the defendant were entitled to act'.
. However, an exception to invitation to tender would be if the invitation to tender amounts to an offer to accept the
higher bids, and thus, once such tenders are submitted, there is a collateral contract to such effect, as shown in Harvela
lnvestments Ltd v Roval Trust Co of Canada Ltd 119861.
. However, in the case at Blqckpool & Fvlde Aero Club v Alockpool Borouqh Council (1990), \,vhile the defendant does not
bind themselves to accept ali or any part of any tender. No tender which is received after the last date and time
specified shall be admitted for consideration. But it was held that an invitation to tender could give rise to a binding
contractual obligation to consider tenders conforrninB to the conditions ofthe tender.
Application: ln this case, idescribe your case and how it relates to the chosen ITT). Name and actiorl shows a clear intention to
be bo!nd and no intention for further negotiation. All conditions of an offer have been fully and sufficiently satisfied. Thus,
!a!lg amounted to an offer to name.
Conclusion: Therefore, the [llT] is likely/ unlikely to be considered an offer.
Step 2: lf there was an offer, was it terminated properly/ .an Name withdraw her offer?
The offer from was terminated through:
Bilateral offer
. As iilustrated in Bvrne & Co v Von Tienhoven & Ca (188A1, the general rule for revocation ir; that an offer can be revoked
at any time before its acceptance. Moreover, as stated in the case of Dickinson v Dodds (18f9) revocatian need not be
dlrectly communicated to the offeree as long as it is cornmunicated by a reiiable third party. lt is held that the
communication ofthe revocation by a reliable third party, in this case Dickinson's own agent, is valid.
ln The Brimnes (1975), the court heid that the notice of withdrawal is deemed effective when it is received on the
comrnunication device during business hours, even if it not read by the offeree yet.
ln Routledae v Gront (1828), revocation of an offer is valid even before a promised specified time period. However, the
rule will not apply if the promise to not revoke an offer within a specified time is supported by consideration, aiso
known as a "firm offer" as in the case of Moutford v Scott (1975). ln this case, the offeror is bound to keep the offer
open till the specified time period is up.
An offer may be revoked when it is replaced by a subsequent offer. The second offer mus1. specify that it supersedes/
replaces the earller offer, so it can no longer be accepted as shownin Pickfords Ltd v Celeslica Ltd (2003).
Application: By looking at our case, we can see that h as...
OR
Unilateral offer
Rule + Application: For our case, _ is trying to revoke a unilaterai offer to the world and we have to determine whether
he/she had revoked the offer effectively.
. ln cases where the offer is made to the world, it is laid down in the principles of European Contract Lavv (PECL) article
2:202{2) that "an offer rnade to the public €an be revoked bV the same means as were used to make the offer".
. ln this case, _ had made a unilateral offer to the wor,d through _ and had revoked it through the same
mode of _ (some factors to consider is the size of the notice the same?) and th is is acceptable. Ther€fore, 5imilar
ta lhe .ase ot Shuev v United Stotes {1875). _ (piaintiff) is not allowed to claim for tl" e reward despite his/her
ignorance of the withdrawal since the offer of reward had been effectively revoked.
. Moreover, as in the case at R v Clarke 11927), an offeree is not allowed to claim for an off€r for reward that he is
ignorant of at that crucial time. Sir.ilarly, in the case of , {describe your case).
Exception
(if a pplicable Ii) However, given that has begu n his performance of the offer, we have to apply the 2-offer analysis as
sha\^tn in Dickson Trodinq (S) Pte Ltd v Trcnsmarco Ltd. in the first offer, which is the express offer, it is stated that the unilateral
offer can be revoked before an offeree - had embarked on performance as long as the offeror had u;ed reasonable rneans to
revoke the offer. The second offer however, is an implied offer not to revoke the first offer once the offeree has begun
performing, within reasonable time, the act required by the express offer.
Conclusion: Therefore, .-..
Alternatively, (def) can argue for the compensation approach, which would allow him to revoke his offer any tirne before
the :ompletion of {plaintiff)'s performance but he is subjected to corrpensate _ {plaintiff) a reasonable sum in
- for
quantum rneruit (plaintiff) troubles as seen in the case al Williqm Locev (Hounslow) Ltd v Davis (1957).
-
-'s
, had
A counter-offer is construed as rejecting the initial offer and stands as a new offer being capable of being accepted by the initial
offeror. As such, as decided in Hvde v Wrench (1840\, once a counter offer is made, the original offer can no longer be accepted.
However, requesting for more information is not considered a counter-offer, as distinguished in the case of Stevenson v Mclean
(1880\.
1er tni aile!"ea
rfisra:al of,, c,{_t L'ldr-,-r:er e w.r)
',o -'-'l.l l(r('! r.rur
biil i
't0;ril n'rant" fiaimant asked it theV.ould h
rltad 1
Application; Thus, followingthe case Hvde v Wrench l784ol. it can be said that _ (exam case) was an instance where
made a counter offer to as _. Conclusion: Thus, the original offer does not stand-
OR
- the case of Stevenson v McLeon (78801, it can be said that _ (exam case) was an instance where
Application: Thus, following
was merely asking for more information from _. Conclusion: The original offer still stands.
had been terminated due to a
. A fixed-time offer, an offer which is expressly statedto last for a fixed time, cannot be accepted once the deadline is up,
as held in Dickinson v Dodds (1.8761. However, if no express provision, termination will be upon expiry of a reasonable
time. What is a reasonable time would depend on the circumstances of the case,
. An exception to a fixed-time offer can be illustrated wilh lhe case Ponwell Pte Ltd & Anor v lndian Bonk (No 2) (2002). lf
it is clear from the offero/s conduct and other evidence that the terms of the supposedly lapsed offer continue to
govern the relationship after the specified period, then the offer is still valid and capable of acceptance after the
dead line.
Application: Similarly, in , ...
The death of the offeror or the offeree may in some cases terminate the offer.
. The offer will terminate if the offeree knows of offeror's death. However, if the offeree had accepted the offer without
knowledge of the offeror's death, then the offer would still be valid as ia Bradburv v Moraan (7862).That is if the offer is
not for personal services.
. On the other hand, if it is the offeree that had died before acceptance, the offeree's estate can accept if offer is not
personal to offeree, as illustrated in Chio Kim Huqwsow MowoMin Min[2O721 (Hiah Courtl qB then the offer made
to him is 'hu
no longer capable of acceptance by him or his personal representatives, as illustrated in the case of Reynolds y
Atherton (1921).
Application: Similarly, ...
had been terminated due to faflure to
An offer may be made subject to conditions which may be stated expressly by the offeror or implied by courts from the
circumstances of the case, lf such conditions are not satisfied, the offer is not capable of being accepted. An offer can also lapse
ifthere has been a fundamental change in the basis ofthe offer, as shown in Findncinas Ltd v Stimson 11.9621.
' l-i an.ings Ltd v Stirfson {i962) If'9.1821: Defendant saw a r.,r 3!rd 5rdr'rcd - h;16 n'r' hilqeforrn ih'll,lateC th
agreernen: will only be hinci;ng when sigoed by the financ( cc!l'lpa n e lo Cissatistaatioo ai-l
ir, bad r
defend
nditinn,rr rliillei!
Step 3: lf the offer was accepted, was the mode of acceptance valid?
ACCEPTED
Referring to the fasts, we can see that _ accepted 's offer through:
, I
Similar to the case of Brooden v Metropolition Railwov 0.8771. although there is no formal agreement between
_ and
it is clear that there is a binding contract as both offer and acceptance had taken place as evidenced by the conduct of both
parties.
Rule: tord Wilberforce in Brinkibon v Stahqgstohl" No universal rule can cover all such cases; they must be resolved by
reference to the intentions of the parties, by sound business practice and in some cases by a judgment where the risks should
lie..."
An offeror may, in some occasions, specify or insist on the mode of acceptance. However, given that has not stipulated a
particular mode of acceptance, the general rule is that another mode of acceptance by _ which is equally or more speedy
may be effective too, as explained by Buckley J in Monchester Dioceson Council for Educotion v Commercial dnd Generol
lnvestment Ltd (7970\.
ln this case, _ had communicated the offer through _ and had accepied through _... (is it reasonable?)
Specifically, for all modes of instantaneous communications, the general principle is that acceptance is effective only when
communicated to offeror, as laid downin Entores Ltd v Miles Far Eost Corporqtion (19551. lf an acceptance is left as a voicemail
during office hours, even if the offeror had not heard it, it is also considered valid as in The Brimnes 17979. (if applicable!!) Given
that had left the telex message outside of working hours, it would not be valid, as explained by the House of Lords in
Brinkibon Ltd v Stahda Stohl(198i).
- to our case, ... Therefore, _'s acceptance is considered valid.
Referring
ln the cases of ! the Electronic Transactions Act 2O1O ("ETA") may apply. The ETA provides the legal framework for doing
business electronically over the lnternet.
. section 13(1) - despatch principle
"The time of despatch of an electronic communication [e.9. communication of acceptance of an offer via e-mail] is -
o (a) the time when it leaves an information system (ie: when it is up in the "cloud" and not just on your own
device anymore) under the control of the originator or of the party who sent it on behalf of the originatori or
. Sections 13(2) and 13(3)- receipt principle
o - "The time of receipt of an electronic communication is the time when the electronic
Section 13(2)
communication becomes capable of being retrieved by the addressee at an electronic address designated by
the addressee. (ie: when it becomes available and readable to the addressee)"
o Section L3(3) - "The time of receipt of an electronic communication at an electronic address that has not been
designated by the addressee is the time when the electronic communication becomes capable of being
retrieved by the addressee at that address and the addressee becomes aware that the electronic
communication has been sent to that address."
. Note: section 13(4) - "For the purposes of subsection (3), an electronic communication is presumed to be capable of
being retrieved by the addressee when it reaches the electronic address of the addressee."
. s14. A proposalto conclude a contract made through one or more electronic communications which is not addressed to
one or more specific parties, but is generally accessible to parties making use of information systems, including a
proposal that makes use of interactive applications for the placement of orders through such information systems, is to
be considered as an invitation to make offers, unless it clearly indicates the intention of the party making the proposal
to be bound in case of acceptance
The Receipt Rule applies as the rnessage was received non-instantaneously/ instantaneously. (lf instantaneous) Since
had I had not sent his letter of acceptance to the designated electronic address, section _ applies.
General
(same as above l!) An offeror may, in some occasions specify or insist, on the mode of acceptance. However, given that
_
has not stipulated a particular mode of acceptance, the general rule is that another mode of acceptance by _ which is
equally or speedier may be effective too, as explained by Buckley J in Mqnchester Dioceson Council for Educotion v Commerciol
ond Generql lnvestment Ltd (19701.
, Formation of a contract
: The legal issue at hand is that we have to ascertain if there was an existing contract
between and
Rule: For the existence of a contract, there must be presence of 4 elements.
1) An offer
2) An Acceptance
3) Consideration
4) lntention to create legal relation
Step 1: lssue: Was the proposal is an offer or an invitation to treat?
OFFER
Rule: An offer is defined in Gay Choan lng as an offer, capable of being converted into an agreement by acceptance, must consist
of a definite promise to be bound provided that certain specified terms are accepted.
3 questions to ask to distinguish between both: {1) intention to be bound? {2) room for negotiation? (3) ability to be accepted
immediately (i.e. selle/s stocks)?
INVITATION TO TREAT (W EXGEPTIONS)
There are four stereotyped situations in which the law amounts it to an invitation to treat, rather than an orfer {1)
advertisements {2) display of goods (3) auctions (4) tenders.
Rule: Offer definition. The legal issue at hand is llT rulel. Nevertheless, the Court of Appeal in Gay Choon lng held that
ultimately, it is a matter of the parties' language used and intentions.
i1j E are generally considered to be an invitation to treat as laid down h the case Pot dqevcrittenden (1968).
' Tire r-iiicrilj-6 hehlrrd thci: is irased or ti"!e i"isciri|rg !hal vlev,,ei: firiglrt,.,,a j'i tc negcijate fLrrther anil giveI ihai earl seller
h;s a li,niagd .lrncuiri gtr1ods Ln scii, hir .jr she r'l'rigi-ri. not be rn ii'e pcsitiof 16 teil 'io :1i thaa resircrrr-1. Al".J, a irarly arlrrtc:
:in::'i '.rp an of,er \fhicb"i he kilow: to ha istal(e!1.
The exception of adveriisement is the case of Carlillv Carbolic Smoke Boll Co (1-8931, where the courc had rejected that
the advertisement was an invitation to ireat as an intention to be bound is clearly shown with the defendants' deposit
of E1000 into the bank.
. other exceptions include advertisements where the buyer is guided on screen step by step by the seller until he clicks "l
accept" and pays the purchase price online
. A case of mistake cao be seen in Chwee Kin Keonq ond . (Defendant advertised
on their website laser printers for sale, but an employee mistakenly quotes S66 instead of S3854 each. Plaintiffs
spotted the error and purposed bought the printers at S66. When defendant realised the mistake and declined all
orders, plaintiffs sued as they received automated confirmation emails from the defendant which they claim are
bindine.)
(z) rrlu G is generally regarded as invitations to treat as illustrated in the case of Phormoceutical societv of Greot
Britoin v Boots Cosh Chemists {Southern) Ltd l1953L lt elDlain5 ii.al lccacranae anly oc.ui"s.rher'! ihe c3sl.:i,:i accepts the L,.r,ler"s
tn.l'ie.rf fof lre g.5ds. The r.l.ioneie i: so lhai lhe selier can [efi.]!e rc seli ti're Aoods :f he ie,rlires ahe irice cr'ihe Eecil is
(aai.
(3) The calls for bids in an I invitation to treat, as explained in the case o+ Pavne v cqve (178q. ra.h 5i{)
is an
.r!r!iitutes an offer whlcir coulo tre \r/ithdrarvi'r at ailv iine until rt is 6ccept€11 \riih 1"he laii af ihe auctionee{'s ham;ne.. This is
clirt'ilm3C in the se.tic 57(2) Sal€r oi Gcods Ar1.
. An exception of auction sale is illustrated in the case of Wqrlow v Harrison (18591. where it is held by the court that an
auction advertised as "without reserve" amounts to an offer by the auctioneer that once the auction commenced, the
lot will be sold to the highest bidder however low the bids may be.
"
,(4) An to invitatlon to treat and a tender is an offer made, as in Spencer v Hordina 11970)
is an
circula r was not an offer, but merely an invitation to gather tenders, upon which the defendant were entitled to act'.
. However, an exception to invitation to tender would be if the invitation to tender amounts to an offer to accept the
higher bids, and thus, once such tenders are submitted, there is a collateral contract to such effect, as shown in Harvela
lnvestments Ltd v Roval Trust Co of Canada Ltd 119861.
. However, in the case at Blqckpool & Fvlde Aero Club v Alockpool Borouqh Council (1990), \,vhile the defendant does not
bind themselves to accept ali or any part of any tender. No tender which is received after the last date and time
specified shall be admitted for consideration. But it was held that an invitation to tender could give rise to a binding
contractual obligation to consider tenders conforrninB to the conditions ofthe tender.
Application: ln this case, idescribe your case and how it relates to the chosen ITT). Name and actiorl shows a clear intention to
be bo!nd and no intention for further negotiation. All conditions of an offer have been fully and sufficiently satisfied. Thus,
!a!lg amounted to an offer to name.
Conclusion: Therefore, the [llT] is likely/ unlikely to be considered an offer.
Step 2: lf there was an offer, was it terminated properly/ .an Name withdraw her offer?
The offer from was terminated through:
Bilateral offer
. As iilustrated in Bvrne & Co v Von Tienhoven & Ca (188A1, the general rule for revocation ir; that an offer can be revoked
at any time before its acceptance. Moreover, as stated in the case of Dickinson v Dodds (18f9) revocatian need not be
dlrectly communicated to the offeree as long as it is cornmunicated by a reiiable third party. lt is held that the
communication ofthe revocation by a reliable third party, in this case Dickinson's own agent, is valid.
ln The Brimnes (1975), the court heid that the notice of withdrawal is deemed effective when it is received on the
comrnunication device during business hours, even if it not read by the offeree yet.
ln Routledae v Gront (1828), revocation of an offer is valid even before a promised specified time period. However, the
rule will not apply if the promise to not revoke an offer within a specified time is supported by consideration, aiso
known as a "firm offer" as in the case of Moutford v Scott (1975). ln this case, the offeror is bound to keep the offer
open till the specified time period is up.
An offer may be revoked when it is replaced by a subsequent offer. The second offer mus1. specify that it supersedes/
replaces the earller offer, so it can no longer be accepted as shownin Pickfords Ltd v Celeslica Ltd (2003).
Application: By looking at our case, we can see that h as...
OR
Unilateral offer
Rule + Application: For our case, _ is trying to revoke a unilaterai offer to the world and we have to determine whether
he/she had revoked the offer effectively.
. ln cases where the offer is made to the world, it is laid down in the principles of European Contract Lavv (PECL) article
2:202{2) that "an offer rnade to the public €an be revoked bV the same means as were used to make the offer".
. ln this case, _ had made a unilateral offer to the wor,d through _ and had revoked it through the same
mode of _ (some factors to consider is the size of the notice the same?) and th is is acceptable. Ther€fore, 5imilar
ta lhe .ase ot Shuev v United Stotes {1875). _ (piaintiff) is not allowed to claim for tl" e reward despite his/her
ignorance of the withdrawal since the offer of reward had been effectively revoked.
. Moreover, as in the case at R v Clarke 11927), an offeree is not allowed to claim for an off€r for reward that he is
ignorant of at that crucial time. Sir.ilarly, in the case of , {describe your case).
Exception
(if a pplicable Ii) However, given that has begu n his performance of the offer, we have to apply the 2-offer analysis as
sha\^tn in Dickson Trodinq (S) Pte Ltd v Trcnsmarco Ltd. in the first offer, which is the express offer, it is stated that the unilateral
offer can be revoked before an offeree - had embarked on performance as long as the offeror had u;ed reasonable rneans to
revoke the offer. The second offer however, is an implied offer not to revoke the first offer once the offeree has begun
performing, within reasonable time, the act required by the express offer.
Conclusion: Therefore, .-..
Alternatively, (def) can argue for the compensation approach, which would allow him to revoke his offer any tirne before
the :ompletion of {plaintiff)'s performance but he is subjected to corrpensate _ {plaintiff) a reasonable sum in
- for
quantum rneruit (plaintiff) troubles as seen in the case al Williqm Locev (Hounslow) Ltd v Davis (1957).
-
-'s
, had
A counter-offer is construed as rejecting the initial offer and stands as a new offer being capable of being accepted by the initial
offeror. As such, as decided in Hvde v Wrench (1840\, once a counter offer is made, the original offer can no longer be accepted.
However, requesting for more information is not considered a counter-offer, as distinguished in the case of Stevenson v Mclean
(1880\.
1er tni aile!"ea
rfisra:al of,, c,{_t L'ldr-,-r:er e w.r)
',o -'-'l.l l(r('! r.rur
biil i
't0;ril n'rant" fiaimant asked it theV.ould h
rltad 1
Application; Thus, followingthe case Hvde v Wrench l784ol. it can be said that _ (exam case) was an instance where
made a counter offer to as _. Conclusion: Thus, the original offer does not stand-
OR
- the case of Stevenson v McLeon (78801, it can be said that _ (exam case) was an instance where
Application: Thus, following
was merely asking for more information from _. Conclusion: The original offer still stands.
had been terminated due to a
. A fixed-time offer, an offer which is expressly statedto last for a fixed time, cannot be accepted once the deadline is up,
as held in Dickinson v Dodds (1.8761. However, if no express provision, termination will be upon expiry of a reasonable
time. What is a reasonable time would depend on the circumstances of the case,
. An exception to a fixed-time offer can be illustrated wilh lhe case Ponwell Pte Ltd & Anor v lndian Bonk (No 2) (2002). lf
it is clear from the offero/s conduct and other evidence that the terms of the supposedly lapsed offer continue to
govern the relationship after the specified period, then the offer is still valid and capable of acceptance after the
dead line.
Application: Similarly, in , ...
The death of the offeror or the offeree may in some cases terminate the offer.
. The offer will terminate if the offeree knows of offeror's death. However, if the offeree had accepted the offer without
knowledge of the offeror's death, then the offer would still be valid as ia Bradburv v Moraan (7862).That is if the offer is
not for personal services.
. On the other hand, if it is the offeree that had died before acceptance, the offeree's estate can accept if offer is not
personal to offeree, as illustrated in Chio Kim Huqwsow MowoMin Min[2O721 (Hiah Courtl qB then the offer made
to him is 'hu
no longer capable of acceptance by him or his personal representatives, as illustrated in the case of Reynolds y
Atherton (1921).
Application: Similarly, ...
had been terminated due to faflure to
An offer may be made subject to conditions which may be stated expressly by the offeror or implied by courts from the
circumstances of the case, lf such conditions are not satisfied, the offer is not capable of being accepted. An offer can also lapse
ifthere has been a fundamental change in the basis ofthe offer, as shown in Findncinas Ltd v Stimson 11.9621.
' l-i an.ings Ltd v Stirfson {i962) If'9.1821: Defendant saw a r.,r 3!rd 5rdr'rcd - h;16 n'r' hilqeforrn ih'll,lateC th
agreernen: will only be hinci;ng when sigoed by the financ( cc!l'lpa n e lo Cissatistaatioo ai-l
ir, bad r
defend
nditinn,rr rliillei!
Step 3: lf the offer was accepted, was the mode of acceptance valid?
ACCEPTED
Referring to the fasts, we can see that _ accepted 's offer through:
, I
Similar to the case of Brooden v Metropolition Railwov 0.8771. although there is no formal agreement between
_ and
it is clear that there is a binding contract as both offer and acceptance had taken place as evidenced by the conduct of both
parties.
Rule: tord Wilberforce in Brinkibon v Stahqgstohl" No universal rule can cover all such cases; they must be resolved by
reference to the intentions of the parties, by sound business practice and in some cases by a judgment where the risks should
lie..."
An offeror may, in some occasions, specify or insist on the mode of acceptance. However, given that has not stipulated a
particular mode of acceptance, the general rule is that another mode of acceptance by _ which is equally or more speedy
may be effective too, as explained by Buckley J in Monchester Dioceson Council for Educotion v Commercial dnd Generol
lnvestment Ltd (7970\.
ln this case, _ had communicated the offer through _ and had accepied through _... (is it reasonable?)
Specifically, for all modes of instantaneous communications, the general principle is that acceptance is effective only when
communicated to offeror, as laid downin Entores Ltd v Miles Far Eost Corporqtion (19551. lf an acceptance is left as a voicemail
during office hours, even if the offeror had not heard it, it is also considered valid as in The Brimnes 17979. (if applicable!!) Given
that had left the telex message outside of working hours, it would not be valid, as explained by the House of Lords in
Brinkibon Ltd v Stahda Stohl(198i).
- to our case, ... Therefore, _'s acceptance is considered valid.
Referring
ln the cases of ! the Electronic Transactions Act 2O1O ("ETA") may apply. The ETA provides the legal framework for doing
business electronically over the lnternet.
. section 13(1) - despatch principle
"The time of despatch of an electronic communication [e.9. communication of acceptance of an offer via e-mail] is -
o (a) the time when it leaves an information system (ie: when it is up in the "cloud" and not just on your own
device anymore) under the control of the originator or of the party who sent it on behalf of the originatori or
. Sections 13(2) and 13(3)- receipt principle
o - "The time of receipt of an electronic communication is the time when the electronic
Section 13(2)
communication becomes capable of being retrieved by the addressee at an electronic address designated by
the addressee. (ie: when it becomes available and readable to the addressee)"
o Section L3(3) - "The time of receipt of an electronic communication at an electronic address that has not been
designated by the addressee is the time when the electronic communication becomes capable of being
retrieved by the addressee at that address and the addressee becomes aware that the electronic
communication has been sent to that address."
. Note: section 13(4) - "For the purposes of subsection (3), an electronic communication is presumed to be capable of
being retrieved by the addressee when it reaches the electronic address of the addressee."
. s14. A proposalto conclude a contract made through one or more electronic communications which is not addressed to
one or more specific parties, but is generally accessible to parties making use of information systems, including a
proposal that makes use of interactive applications for the placement of orders through such information systems, is to
be considered as an invitation to make offers, unless it clearly indicates the intention of the party making the proposal
to be bound in case of acceptance
The Receipt Rule applies as the rnessage was received non-instantaneously/ instantaneously. (lf instantaneous) Since
had I had not sent his letter of acceptance to the designated electronic address, section _ applies.
General
(same as above l!) An offeror may, in some occasions specify or insist, on the mode of acceptance. However, given that
_
has not stipulated a particular mode of acceptance, the general rule is that another mode of acceptance by _ which is
equally or speedier may be effective too, as explained by Buckley J in Mqnchester Dioceson Council for Educotion v Commerciol
ond Generql lnvestment Ltd (19701.
