Display of goods for sale Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 Harvey v Facey [1893] AC 552 Will you sell us Bumper Hall pen, telegraph at what price lowest price for the pen is 100 Powell v Lee [1908] 99 L Y 284 MC Pherson v Appanna [AIR 1951 SC 184] wont accept less than 10,000. Modes of Offer Time table Tenders and Auctions [Harris v Nickerson] Restaurant menu card ATM or vending machines Termination of Offer An offer can be withdrawn at any time before it is accepted. Distinction between lapse of offer and revocation Notice, Death, incapacity, lapse of time Errington v Errington [1952] Father promises to son and daughter in law that if they pay mortgage amount of the property, the property would be theirs Acceptance Acceptance must be in toto: Mirror Image Rule Manner/mode of acceptance [sec. 7] By an act promise Is Silence an acceptance ? Felthouse v Bindley 1862 11 CB 869.: Uncle tells his nephew If I hear no more from you, the horse in mine. The nephew during an auction stated to the auctioneer to reserve the horse for his uncle Silence and thereafter a conduct of acceptance ? LIC of India v Vasireddy AIR 1984 SC 1014 27 th Dec. 1960 filing of proposal for LIC Proposer died on 12 th J an 1961 Can Acceptance be revoked ? Acceptance: contd Is Communication of Acceptance essential? Acceptance through post: Mailbox rule Adams v Lindsell [1818 1 B& Ald. 681. - 2/9/1817, defendants offered to sell a quantity of wool at a certain price and expected the answer by post, the letter reached the plaintiff on 5 th , the same day, he posted the acceptance, which reached the defendants on 9 th . - The defendants waited till 7 th and on 8 th sold the same wool to another person - Is there an acceptance ? Who can communicate the acceptance ? When is a unilateral contract accepted ? When does the mailbox rule apply? Q. Is revocation of acceptance possible ? Henthorn v Fraser 1892 Secretary signed a note giving option to purchase for 14 days at P-750, next day withdraws through post at 12-1.00 pm, claimant posts the acceptance on the same day between 3-4 pm. Which ever communication reaches first is valid Offer and Acceptance: Where the contract is made? It determines the time of forming the contract It stipulates the jurisdiction of the court; and It affixes the rights and obligations of parties Is the contract complete at the instance and place of the acceptor or offeror? Chapter-3: Capacity to Contract Two kind of persons Natural Legal or juristic person Natural Person Latent incapacity patent incapacity [infancy, unsoundness, lunacy] [Bcos of Status: insolvency, alien enemy, Married] Legal person Ultra vires winding up any other Acts of sovereign, Corporate and companies Liability of Minors in Contract Sec. 68: if a person, incapable of entering into a contract is supplied with necessaries in life, the person who supplies is entitled to be reimbursed Doyle v White City Stadium 1935 1 KB 110, Insanity/lunacy Inder Singh v Parmeshardhni Singh AIR 1957 Pat. 49 Mathews v Baxter [1873, L R 8 Ex. 132] Other Incapacities Political Status Alien enemy Foreign sovereigns and ambassadors Mighell v Sultan of J ohore [1894, 1 QB 149] [Also see sec. 86 of CPC which provides that in case of suit against a foreign sovereign, the consent of the Central Govt is required] Corporation Ashbury Railways Carriage Co. V Riche 1875, 7 HL 653. [an agreement for purchase of railways which was not mentioned in the MOA was held ultra vires] Q. Does Ultra vires means void contract ? Are third parties protected from such ultra vires acts ? Other Incapacities Married Status Professional status: can an advocate sue in contract, his client for fee ? Chapter 4: Consideration Sec. 10 requires Lawful consideration as an essential factor for giving enforceability to an agreement. Sec. 25 an agreement without consideration is void [nudum pactum] Sec. 23 and 24 deal with circumstances in which the consideration will be treated unlawful What is consideration Money [need not be adequate] An act, abstinence or promise Must be real [White v Bluett] Performance of a legal duty is no consideration Why Consideration ? Consideration only at the desire of the promisor Durga Prasad v Baldeo [Building a market place at the order of the Collector, Defendants, a tenant made a promise to pay, later refused, was held not liable to pay] Consideration by the promisee or any other person Chinnaya v Ramaya [old lady granted an estate to the daughter with a direction that the daughter should pay an annuity of Rs 653 to the ladys brother. On the same day the daughter executed a promise to pay to the mothers brother Rs 653. She failed and claimed that the brother had not given any consideration. Held: consideration by the mother is enough consideration] Consideration may be Past, Present or Future Privity of contract A person may not give any consideration, but is a party to the contract may enforce the contract A stranger to a contract cannot sue : Suppose A and B enter into a contract for the benefit of C. The agreement between and A and B cannot be enforced by C. Tweddle v Atksinson : two father entered into an agreement to pay a new couple money on their marriage. The couple cannot sue for enforcement of the contract between the fathers. Exceptions Law of Trust/ Insurance Klause Mittelbachert v East India Hotels [pilot, head injuries during a dive at the swimming pool, contract between Lufthansa and hotel Oberoi, can the pilot claim damages, though the consideration was not moving from him ?] Conduct, Acknowledgment or Admission Narayani Devi v Tagore Commercial Corporation [If the defendants start the payment and then withdraws] Provision for marriage expenses or maintenance under family arrangement/ Veeramma v Appayya [daughter agreed to take care of the father for which the father promised to convey property to her. Later when the father refused, the daughter sued successfully. Sundaraja Aiyangar v Lakshmiammal [partition deed between brothers to provide for marriage expenses of the sister, is enforceable by the sister] Subscription for a charitable purpose Kedar Nath v Gorie Mahomed Doctrine of Promissory Estoppel Central London Property trust Ltd V High Trees House Ltd 1947 KB 130. Rule in Pinnel Case [promise to pay less than the due amount] D&C Builders v Rees 1966 2 QB 617 M P Sugar Mills v State of U PAIR 1979 SC 621 Forbearance to sue is good consideration When Agreement without consideration is valid Natural love and affection Compensation for past voluntary services Promise to pay a time barred debt Creation of Agency does not require consideration Free Consent Coercion: committing or threatening to commit an act forbidden by IPC Ranganayakamma v Alwar Setti [Adoption of son by a widow] Chikkan Ammiraju v Chikkam Seshama [Threat to commit suicide] Economic duress B& S Contracts & Designs v Victor Green Publications Ltd 1984 ICR 419 [erecting a stand, contractor claimed labour strike and increased amount] Undue Influence: a Specie of fraud Taking of unfair advantage [sec. 16] Misuse of influence Abuse of trust and confidence Connotation of impropriety Classes of undue influence Actual presumed undue influence Based on proof What constitute undue influence Relationship of parties is such that one party is in a position to dominate the will of the other. Real and apparent authority fiduciary relationship mental capacity, age, illness The party in the dominating position uses that position to obtain an unfair advantage Presumption of undue influence: position of domination Parent and child Guardian and ward Trustee and beneficiary Solicitor and client Doctor and patient Spiritual adviser and disciple The list does not include husband and wife nor does it include principal and agent, banker and customer or teacher and student Illustration Tate v Williamson 1866 LR 2 Ch. App 55 Allcard v Skinner 1887 36 Ch.d 145 Rebutting the presumption of undue influence Whether the victim had independent and qualified advise ? Solicitors must give fair and disinterested advise He must ensure that the decision of his client is proper and to his benefit The victim understood the nature and consequences of the transaction ? Disclosure of material facts Whether he was able to arrive at independent and informed decision/judgment. Objective and conduct of parties Fraud False statement of facts Mere silence is no fraud Duty to speak by law P Sarojam v LIC [aliments were not disclosed in the form] Rajinder Singh v Pomilla [premartial status of a party was a material fact] Active concealment Shri Krishna v Kurukshetra University Misrepresentation Fraudulent Negligent Innocent Rescind claim damages[tort] no claim Misrepresentation Conditions [sec 12 (2) of the Sale of goods Act] Warranties A representation is a statement made at the time of the contract by way of affirmation, denial or description or presentation of a material fact to contract. It is more than the intention of parties and different from opinion Smith v Land & House Property Corp (1884) 28 Ch D 7 The plaintiff put up his hotel for sale stating that it was let to a 'most desirable tenant'. The defendants agreed to buy the hotel. The tenant was bankrupt. As a result, the defendants refused to complete the contract and were sued by the plaintiff for specific performance. The Court of Appeal held that the plaintiff's statement was not mere opinion, but was one of fact. Representation Must relate to fact and not law Must relate to Fact and promise There must be a representation or assertion It must be made with the knowledge that it is false or without belief in its truth It must be acted upon Damages must be suffered: No fraud no damages [sec. 17 read with sec. 19 of ICA] Ex: Prospectus of a company Sec. 55 of the TP Act requires the seller of immovable propery to disclose to the buyer material defects in the property Implied representation Spice Girls v Aprilia World Service BV 2002 Ch D A entered an contract for endorsing product [scooter] with Spice Girls [a group of 5]. Within two weeks, Ginger spice left the group, making the product vulnerable in the market. The Pop group did not disclose this to the Agency. Was the group split before endorsement ? Was there an intention to split ? Was there a misrepresentation that the group was together ? Held misrepresentation. [Carbolic smoke ball company]