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Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. An offer is an indication by one person to another of their willingness to contract on certain terms without further negotiations. A contract is then formed if there is express or implied agreement. A contract is said to come into existence when acceptance of an offer has been communicated by the offeror. Image File history File links Legal portal image File history Legend: (cur) = this is the current file, (del) = delete this old version, (rev) = revert to this old version. ...
A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...
This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ...
Contract theory is the body of legal thought that investigates normative and conceptual problems in contract law. ...
The mailbox rule or the postal acceptance rule is a term of common law contracts which determines when a contract has been formed where the parties are communicating via the mail. ...
In the law of contracts, the mirror image rule states that an offer must be accepted exactly without modifications. ...
In contract law, an invitation to treat is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ...
(Note, Consideration under English law is dealt with separately) Consideration is a central concept in the common law of contracts. ...
Capacity is a legal term that refers to the ability of persons to make certain binding dispositions of their rights, such as entering into contracts, making gifts, or writing a valid will. ...
Duress in the context of contract law is a common law defence, and if you are successful in proving that the contract is vitiated by duress, you can rescind the contract, since it is then voidable. ...
Undue influence (as a term in jurisprudence) is an equitable doctrine that involves one person taking advantage of a position of power over another person. ...
In contract law, an illusory promise is one that courts will not enforce. ...
Statute of frauds - Wikipedia, the free encyclopedia /**/ @import /skins-1. ...
This is a list of legal terms, often from Latin: A mensa et thoro A mensa et thoro, from bed and board. ...
The parol evidence rule enacts a principle of the law of contracts that presumes that a written contract emodies the complete agreement between the parties thereto. ...
c) The packing and logo of the products shall be complete without damage. ...
In contract law a mistake is incorrect understanding by one or more parties to a contract and may be used as grounds to invalidate the agreement. ...
In contract law, a misrepresentation is when a party to a contract makes a representation, warranting or promising something that is not in the terms of the contract, that has the effect of inducing a party in entering the contract, yet is revealed to be false. ...
Frustration of purpose is a term used in the law of contracts to describe a defense to an action for non-performance based on the occurance of an unforseen event which makes performance impossible or commercially impracticable. ...
Modal logic, or (less commonly) intensional logic is the branch of logic that deals with sentences that are qualified by modalities such as can, could, might, may, must, possibly, and necessarily, and others. ...
An illegal agreement, under the common law of contract, is one that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. ...
Unconscionability is a term used in contract law to describe a defense against the enforcement of a contract based on the presence of terms unfair to one party. ...
Accord and satisfaction is the purchase of the release from a debt obligation. ...
An assignment is a term used with similar meanings in the law of contracts and in the law of real estate. ...
Delegation is a term used in the law of contracts to describe the act of giving another person the responsibility of carrying out the performance agreed to in a contract. ...
Novation, or its full title: Novation Electronic Music Systems, is an English company founded in 1992 and largely produces synthesizers. ...
A third party beneficiary, in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been a party to the contract. ...
Breach of contract is a legal concept in which a binding agreement or bargained-for exchange is not honored by one of the parties to the contract by non-performance or interference with the other partys performance. ...
Anticipatory repudiation (or anticipatory breach) is a term in the law of contracts that describes a declaration by one party (the promissing party) to a contract that they do not intend to live up to their obligations under the contract. ...
Cover is a term used in the law of contracts to describe a remedy available to a merchant buyer who has received an anticipatory repudiation of a contract for the receipt of goods. ...
An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. ...
Fundamental breach, sometimes known as a repudiatory breach, is a breach so fundamental that it permits the aggrieved party to terminate performance of the contract, in addition to entitling that party to sue for damages. ...
Liquidated damages is a term use in the law of contracts to describe a contractual term which establishes damages to be paid to one party if the other party should breach the contract. ...
In the law of remedies, a specific performance is a demand of a party to perform a specific act. ...
In contract law, rescission (to rescind or set aside) refers to the cancellation of the contract between the parties. ...
In the common law, a tort is a civil wrong for which the law provides a remedy. ...
Property law is the law that governs the various forms of ownership in real property (land as distinct from personal or moveable possessions) and in personal property, within the common law legal system. ...
In the law, a will or testament is a document by which a person (the testator) regulates the rights of others over his property or family after death. ...
The law of trusts and estates is generally considered the body of law which governs the management of personal affairs and the disposition of property of an individual in anticipation and the event of such persons incapacity or death, also known as the law of successions in civil law. ...
Criminal law (also known as penal law) is the body of law that punishes criminals for committing offences against the state. ...
The law of evidence governs the use of testimony (eg. ...
A contract is any promise or set of promises made by one party to another for the breach of which the law provides a remedy. ...
A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...
The offer and acceptance formula, developed in the 19th century, identifies a moment of formation when the parties are of one mind. This classical approach to contract formation has been weakened by developments in the law of estoppel, misleading conduct, misrepresentation and unjust enrichment. Alternative meaning: Nineteenth Century (periodical) (18th century — 19th century — 20th century — more centuries) As a means of recording the passage of time, the 19th century was that century which lasted from 1801-1900 in the sense of the Gregorian calendar. ...
Estoppel is a legal doctrine proposing that any person who asks the courts to enforce a legal remedy should have a clear conscience. ...
In contract law, a misrepresentation is when a party to a contract makes a representation, warranting or promising something that is not in the terms of the contract, that has the effect of inducing a party in entering the contract, yet is revealed to be false. ...
In civil law, unjust enrichment means one party has conferred a benefit upon another party with the expectation he would be compensated for doing so, but has not received compensation equal to the value of the benefit conferred. ...
Offer
The nature of an offer An offer is an expression of willingness to enter into a contract on certain terms. Whether particular conduct amounts to an offer may be relevant not only to determine whether a binding contract has been made, but also in ascertaining the terms of a contract or in determining when or where a contract has been made.
To determine whether an offer has been made, the crucial issue is whether it would appear to a reasonable person in the position of the offeree that an offer was intended, and that a binding agreement would be made upon acceptance. The court determines the offeror's intention objectively, according to outward manifestations. The classical principles are illustrated in the well-known case of Carlill v. Carbolic Smoke Ball Company. Carbolic Smoke Ball advertisement Carlill v Carbolic Smoke Ball Company [1893] 1 QB 256 is one of the most famous leading cases in British law that helped establish the requirements for the formation of a contract. ...
Unilateral contract The contract in Carlill v. Carbolic Smoke Ball Co was of a kind known as a unilateral contract, one in which the offeree accepts the offer by performing his or her side of the bargain. It can be contrasted with a bilateral contract, where there is an exchange of promises between two parties. In Australian Woollen Mills Pty Ltd v. The Commonwealth (1954), the High Court of Australia held that, for a unilateral contract to arise, the promise must be made "in return for" the doing of the act. The court distinguished between a unilateral contract from a conditional gift. The case is generally seen to demonstrate the connection between the requirements of offer and acceptance, consideration and intention to create legal relations. A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...
A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...
1954 was a common year starting on Friday of the Gregorian calendar. ...
High Court entrance The High Court of Australia is the court of last resort for the jurisdiction of Australia. ...
(Note, Consideration under English law is dealt with separately) Consideration is a central concept in the common law of contracts. ...
Invitations to treat An invitation to treat is not an offer, but an indication of a person's willingness to negotiate a contract. In Harvey v Facey, an indication by the owner of porperty that he or she might be interested in selling at a certain price, for example, has been regarded as an invitation to treat. The courts have tended to take a consistent approach to the identification of invitiations to treat, as compared with offer and acceptance, in common transacions. The display of goods for sale, whether in a shop window or on the shelves of a self-service store, is ordinarily treated as an invitation to treat and not an offer. The holding of a public auction will also usually be regarded as an invitation to treat. In contract law, an invitation to treat is an action by one party which may appear to be a contractual offer but which is actually inviting others to make an offer of their own. ...
An auctioneer and her assistants scan the crowd for bidders An auction is the process of buying and selling things by offering them up for bid, taking bids, and then selling the item to the highest bidder. ...
Revocation of offer An offeror may revoke an offer before it has been accepted, but the revocation must be communicated to the offeree, although not necessarily by the offeror. If the offer was made to the entire world, such as in Carlill's case, the revocation must take a form that is similar to the offer. However, an offer may not be revoked if it has been encapsulated in an option (see also option contract). In finance, an option is a contract whereby the contract buyer has a right to exercise a feature of the contract (the option) on or before a future date (the exercise date). ...
An option contract is defined as a promise which meets the requirements for the formation of a contract and limits the promisors power to revoke an offer. ...
If the offer is a unilateral offer, unless there was an ancillary contract entered into that guaranteed that the main contract would not be withdrawn, the contract may be revoked at any time: see Mobil Oil Australia Ltd v. Wellcome International Pty Ltd (1998) 81 FCR 475.
Acceptance
Test of acceptance In modern practice, whether there has been an agreement is determined objectively, not subjectively. Thus, it is no defense to an action based on a contract for the defendant to claim that he never intended to be bound by the agreement if under all the circumstances it is shown at trial that his conduct was such that it communicated to the other party or parties that the defendant had in fact agreed. Signing of a contract is one way a party may show his assent. Alternatively, an offer consisting of a promise to pay someone if the latter performs certain acts which the latter would not otherwise do (such as paint a house) may be accepted by the requested conduct instead of a promise to do the act. The performance of the requested act indicates objectively the party's assent to the terms of the offer. In most litigation under the common law adversarial system the defendant, perhaps with the assistance of counsel, may allege or present defenses (or defences) in order to avoid liability, civil or criminal. ...
The essential requirement is that there be evidence that the parties had each from an objective perspective engaged in conduct manifesting their assent. This manifestation of assent theory of contract formation may be contrasted with older theories, in which it was sometimes argued that a contract required the parties to have a true meeting of the minds between the parties. Under the "meeting of the minds" theory of contract, a party could resist a claim of breach by proving that although it may have appeared objectively that he intended to be bound by the agreement, he had never truly intended to be bound. This is unsatisfactory, as the other parties have no means of knowing their counterparts' undisclosed intentions or understandings. They can only act upon what a party reveals objectively to be his intent. Hence, an actual meeting of the minds is not required. The Meeting of the Minds (also referred to as mutual assent) is a term in contract law used to describe the intentions of the parties forming the contract. ...
This requirement of an objective perspective is important in cases where a party claims that an offer was not accepted, taking advantage of the performance of the other party. Here, we can apply the test of whether a reasonable bystander (a "fly on the wall") would have perceived that the party has impliedly accepted the offer by conduct.
Rules of acceptance
Communication of acceptance There are several rules dealing with the communication of acceptance: - The acceptance must be communicated: Depending on the construction of the contract, the acceptance may not have to come until the notification of the performance of the conditions in the offer as in Carlill's case, but nonetheless the acceptance must be communicated. Prior to acceptance, an offer may be withdrawn.
- An offer can only be accepted by the offeree, that is, the person to whom the offer is made.
- An offer is not bound if another person accepts the offer on his behalf without his authorisation: see agent (law).
- It may be implied from the construction of the contract that the offeror has dispensed with the requirement of communication of acceptance.
- If the offer specifies a method of acceptance (such as by post or fax), you must accept it using a method that is no less effective than the method specified.
- Silence cannot be construed as acceptance: see Felthouse v. Bindley (1862) 142 ER 1037.
Agency is an area of law dealing with a contractual or quasi-contractual relationship between at least two parties in which one, the principal, authorizes the other, the agent, to represent her or his legal interests and to perform legal acts that bind the principal. ...
For the postal system, see mail For Usenet, see newsgroup For World Wide Web, see discussion groups In computing, Power-On Self Test, see booting For the cereal maker, see Post Cereals For the twentieth century mathematician, see Emil Leon Post Post is also a location on a basketball court...
Fax (short for facsimile - from Latin fac simile, make similar, i. ...
Correspondence with offer The "mirror image rule" states that if you are to accept an offer, you must accept an offer exactly, without modifications; if you change the offer in any way, this is a counter-offer that kills the original offer. However, a mere request for information is not a counter-offer. It may be possible to draft an enquiry such that is adds to the terms of the contract while keeping the original offer alive.
Battle of the forms Often when two companies deal with each other in the course of business, they will use standard form contracts. In Butler Machine Tool Co Ltd v. Ex-Cell-O Corporation (England) Ltd [1979] WLR 401, the question was raised as to which of the standard form contracts prevailed in the transaction. Denning MR preferred the view that the documents were to be considered as a whole, and the important factor was finding the decisive document; on the other hand, Lawton and Bridge LJJ preferred traditional offer-acceptance analysis, and considered that the last counter-offer killed all preceding offers. A company in the broadest sense is an aggregation of people who stay together for a common purpose. ...
A standard form contract (sometimes referred to as a contract of adhesion or boilerplate contract) is a contract between two parties that does not allow for negotiation, i. ...
Alfred Thompson Denning, Baron Denning (23 January 1899 – 6 March 1999) was a British barrister from Hampshire who became Master of the Rolls (the senior civil judge in the Court of Appeal of England and Wales) and was generally well liked, both within the legal profession and outside it. ...
Postal acceptance rule As a rule of convenience, if the offer is accepted by post, the contract comes into existence at the moment that the acceptance was posted. This rule only applies when, impliedly or explicitly, the parties have in contemplation post as a means of acceptance. It excludes contracts involving land, letters incorrectly addressed and instantaneous modes of communication. - See main article: Mailbox rule.
The mailbox rule or the postal acceptance rule is a term of common law contracts which determines when a contract has been formed where the parties are communicating via the mail. ...
Knowledge of the offer In Australian law, there is a requirement that an acceptance is made in reliance or persuance of an offer: see R v. Clarke.
Rejection, death or lapse of time If the offeree rejects the offer, the offer has been killed and cannot be accepted at a further date. The offer also cannot be accepted after the time period specified in the offer, or if no time was specified, after a reasonable period of time. If the offeror dies, the offeree may accept only if the acceptance is done without the knowledge of the death; conversely, the estate of a deceased offeree may not accept an offer.
Formation A contract will be formed (assuming the other requirements are met) when the parties give objective manifestation of an intent to form the contract. Of course, the assent must be given to terms of the agreement. Usually this involves the making by one party of an offer to be bound upon certain terms, and the other parties' acceptance of the offer on the same terms. The acceptance of an offer may be either a statement of agreement, or, if the offer invites acceptance in this way, a performance of an act requested in the terms of the offer. For instance, if one tells a neighbor kid that if the kid mows the offeror's lawn, the offeror will pay $20.00, and the kid does mow the lawn, the act of mowing constitutes the manifestation of the kid's assent. For a contract based on offer and acceptance to be enforced, the terms must be capable of determination in a way that it is clear that the parties assent was given to the same terms. The terms, like the manifestation of assent itself, are determined objectively. They may be written, or sometimes oral, although some kinds of contracts require a writing as evidence of the agreement to be enforced. For information on the written requirements of contracts, see the main contract article. A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ...
Criticisms Criticisms of offer-acceptance analysis lie in that this tool was created by legal academics and can be rather arbitrary at time, and bears little resemblance to how lay-people perceive the formation of a contract. |
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