Communication of withdrawal does not have
to come from offeror provided offeree knows of withdrawal from any reliable
source:
to come from offeror provided offeree knows of withdrawal from any reliable
source:
Offeree knew that offeror was no longer
minded to sell certain property as offered.
minded to sell certain property as offered.
But still purported to accept.
James LJ stated in Court of Appeal that it
was ‘impossible to say there was ever that existence of the same mind between
the two parties which is essential to the making of an agreement’
was ‘impossible to say there was ever that existence of the same mind between
the two parties which is essential to the making of an agreement’
Butler
Machine Tool Co v Ex-Cell-O Corp
Machine Tool Co v Ex-Cell-O Corp
Plaintiffs offered to sell defendant machine
on their own T&Cs.
on their own T&Cs.
Defendant buyers replied saying order
accepted on their own T&Cs.
accepted on their own T&Cs.
Provided tear-off slip for plaintiffs to
agree to this.
agree to this.
Plaintiff vendors then returned tear-off
slip with accompanying letter – ‘in accordance with our quote’.
slip with accompanying letter – ‘in accordance with our quote’.
Lord Denning in Court of Appeal stated documents
must be considered as a whole.
must be considered as a whole.
Identifying offer and acceptance is easiest
way of discovering intentions of parties, but failing this courts must look at
facts of case overall to establish whether or not binding agreement was
created.
way of discovering intentions of parties, but failing this courts must look at
facts of case overall to establish whether or not binding agreement was
created.
Clear from buyer’s acknowledgement that contract was
on their terms.
on their terms.
[Atiyah suggests more appropriate solution would be to
find no contract, but make new contract with fresh terms as judge feels
appropriate.
find no contract, but make new contract with fresh terms as judge feels
appropriate.
This approach followed as matter of course when landlord
allows tenant to move in while terms of lease are finalised.]
allows tenant to move in while terms of lease are finalised.]
