Agreement Between Two or More Parties

A Contract may be defined as an agreement between two or more parties that is intended to be legally binding. The first requisite of any contract is an agreement. At least two parties are required. One of them the offeror makes an offer which the other the offeree accepts. An offer has been made by the offeror to Barnacle on 1st of September “I have a first edition of Darwin’s Origins of the Species” it is an genuine offer and the offer can be defined as an expression of willingness to contract made with the intention that it shall become binding on the offeror as soon as it is accepted by the offeree. A genuine offer is different from what is known as invitation to treat where a party is merely inviting offers. Examples auctions, display of goods, advertisements, mere statement of price and tenders. The above offer is open for a specific time period and the acceptance should be in written communication to the office on or before 10th of September.

Without an acknowledgement of the method of payment Barnacle receives the offer on the 3rd and immediately wrote the acceptance with a genuine intention of legally binding into a contract. Barnacle requests for further information “can I pay by six instalments” and it does not amount to a counter offer as it does in Hyde v Wrench . On 6th of June W offered to sell his estate to H for £1000 and H offered £950 , 27th W rejected H’s offer on 29th June H had offered £ 1000 w refused to sell and H sued for breach of contract. Lord Langdale held that if the defendants offer to sell for £1000 had been unconditionally accepted there would have been a binding contract, instead the plaintiff made an offer for £ 950 and it terminated the original offer, there no obligation of an any sort existed between the parties but the above statement is a mere request for further information. It clearly indicates in Stevenson v Maclean which held the plaintiffs first telegraph was not an counter-offer but only an inquiry so the binding contract was made by the 2nd telegram, in Butler Machine Tool v Ex- Cell O- Corporation , Lord Denning stated in many of these cases our traditional analysis of offer, counter offer, rejection acceptance and so forth is out of date. This was observed by Lord Wilberforce in Newzealand Shipping Co ltd v AM Satterthwaite, the better way is to look at all the documents passing between the parties and the glean from them or from conduct whether they have breached the agreement on all material points.

Finch received the acceptance on 5th and wrote to Barnacle withdrawing his offer and withdrawal letter was posted on 6th but did not reach Barnacle until 9th September. The offer maybe revoked by the offeree at any time until it is accepted, however the revocation of the offer must be communicated to the offeree unless until the revocation is communicate it is ineffective according to Byrne v Van Tienhoven , taking the above case in to account Finch’s offer is still open and Barnacle on 8th having no reply from Finch at 5.00 pm on the same day sends an e-mail saying I accept your offer at £ 6000.

An acceptance is final unqualified assent to the term of an offer to make an binding contract the acceptance must exactly match the offer “mirror image rule” the offeree must accept all the terms of the offer, however there are exceptions to the above definition Brgden v MRC Lord Dennings statement in Gibbons v Manchester city council , Trenthham v Luxfer the above cases clearly shows how the general rule can be avoided when accepting. The general rule is an acceptance must be communicated according to Lord Denning in Entores v Mile Far East ”if a man shouts an offer to a man across a river but the reply is not heard because of a plane flying over head, there is no contract. The offeree must wait then and shout back his acceptance so that the offeror can hear it.”

The qualified acceptance by e-mail on 8th of September where an instantaneous method of communication used, examples: Telex, e-mail, telegram, it will take effect when the e-mail is received to the offeror’s office. According to Brimnes and Brinkibonn v Stahag, the e-mail also amounts to written communication according to Tinn v Hoffman where the acceptance was requested by return of post and the method of acceptance has been prescribed as a term of the offer. Honeymen j said “that does not mean exclusively a reply letter or return of post, but you may reply by a telegram or by verbal message or any other means not later than the dead line of acceptance” the method of acceptance by writing doesn’t amount that the acceptance should be by post, it can be any equal expeditious method example: E-mail. In Manchester Diocesan Council of Education v. Commercial and General Investments where it says that it can use any equal method to accept the offer, so Barnacle accepts the offer by E-mail which is an unqualified acceptance and binding contract took place at the time where the acceptance was received by Finch at his office. According to Brimnes it was Finch’s negligence to pay attention to the E-mail. The Electronics Communication Act 2000 states that any electronic order and acknowledgement of that order “are deemed to be received when the parties to whom they are addressed are able to access them”. This would indicate that with e-mail communications, receipt will occur when the message has been downloaded from the server and is therefore capable of being accessed.Regarding internet contracting, there are usually various buttons to press when placing an order, the retailer then checks his stock, ensures that the goods ordered are in stock and sends a confirmation. Hence the offer is made by the customer when he presses the appropriate button and the acceptance takes place with the confirmation e-mail. Therefore Finch has breached a valid agreement. Thus claiming that Finch is liable for breach of contract.

Bibliography

Richards P. Law of contract (9th edi Pearson Longman, Harlaw 2009 )

Jill Poole Case Book On Contract Law (9th edi Oxford University Press 2008)

J. Beatson Anson’s Law Of Contract (28th edi Oxford University Press 2002)

Linda Mulcahy & John Tillotson Contract Law In Perspective (4th edi Great Britain 2004 )

Robert Upex and Geoffrey Bennett Davies On Contract Law (9th edi Sweet Maxwell London 2004)