Main issue offer, acceptance and consideration

Introduction
A binding contract is an agreement between two or more persons that is
legally enforceable. For a binding contract to be valid, three requirements
must be satisfied. The two or more parties must have an agreement to the
contract, also there must be intention that their agreements to be legally
enforceable and consider the contract by exchanging goods or promises
with the parties. Moreover, failure to satisfy these requirement will
ensures that there is not a binding contract between the two or more
parties.
Is there a binding contract between Dorothy and Brian??
Dorothy offered to sell her family home to Brian for $2,000,000. Brian
responded by countering Dorothys offer that he would only be able to pay
$1,500,000 in four equal instalments over a two year period. Dorothy was
prepared to accept Brian's offer of 1.5 million but to be paid in cash in one
lump sum settlement. That is a rejection of Brian's offer and it is making a
counter offer of Brian's terms. Brian rejected Dorothys offer and attempt
to revive his initial offer of 1.5 million to be paid in four equal instalments.
As evidence, in the case of Hyde v Wrench, there is no binding contract
formed as offer and counter offer made by the two parties were not
accepted. In Hyde,
Wrench offered to sell land to Hyde for 1200. Hyde rejected the offer.
Wrench offered again to sell the land for 1000 and Hyde counter offered
by responding to purchase the land for 950. Wrench rejected Hydes offer
but Hyde attempted to revive Wrenchs second offer of 1000 claiming that
he had accepted. However, the court refused and found that there was no
agreement between the earlier offer to sell at 1000 which was
terminated by Hyde's counter offer of 950 and the original offer can not
be revived.
In comparison to Dorothy and Brian scenario, there is no contract, as
there is no acceptance between the two parties without qualifications.
Dorothy's original offer was terminated by Brian's counter offer of
$1,500,000 and he offered to her pay in four equal instalments over a two
year period.
Therefore Brian's counter offer has effectively rejected the original offer.
Is there a binding contract between Dorothy and Lionel?
Yes there is a binding contract.

Lionel sent a letter to Dorothy that he was happy to pay $1,750,000 in

cash for Dorothy family home. Dorothy phoned Lionel that she was happy
to accept his offer, subject only to a contract being drawn up in a form
which was acceptable to her family solicitors.
Both parties have agreed on all the terms but on the condition that a
contract be drawn up in a form acceptable to Dorothys family solicitors.
According to Masters v Cameron (1954) 91 CLR 353 there is no binding
contract as the intention of the parties is not to conclude an agreement at
all unless or until a formal contract is executed.
Masters v Cameron (1954) 91 CLR 353
Masters agreed to purchase Cameron's property. The agreement included
a clause.
an agreement is to made subject to preparing of a formal contract of sale
which shall be accepted to my solicitors on the above terms and
conditions
in the course of judgement , the high court noted that where parties reach
agreement on the terms of a contract but also agree that the agreement
shall be expressed in a more formal way

2.
Is there a binding contract between Rachel and Emily?
Based on the elements of a binding contract, there has been an offer by
Rachael to sell her dog Fang to Emily for a consideration of $3,000.00.
Emily would appear to have made a counter offer accepting to buy Fang
for $3,000.00 subject to payment being made in two instalments of
$1,5000.00. A binding contract was entered into as this offer was
accepted by Rachel when she handed the dog Fang to Emily upon
payment of the first instalment.
However, as the promise made by Rachel as to Fangs temper was made
after entering into the binding contract the promise is not a term of the
contract as past consideration is no consideration.
Roscorla v Thomas (1842) 3 QB 234; (1842) EngR 70

Roscorla purchased a horse from Thomas. After the sale has been made,
Roscorla immediately asked Thomas about the conditions of the horse.
Thomas promised that the horse was sound and free from vice. The horse
turned out to be vicious and Roscrola sued Thomas for the breach of
contract. The court decided that Thomas promise was not legally
enforceable because Roscorla had not provided sufficient consideration.
The purchase of the horse occurred prior to the promise which had been
made and thus was past consideration and not able to support the
promise which was therefore unenforcable.
The general rule is that past consideration is no consideration.
Consideration is past when the promise is made after the act of
performance and is usually independent of it.
Roscorla V Thomas case, is similar to Rachel and Emily scenario. The
promise was made after the sale of the dog, and therefore it is past
consideration, because the promise was not part of the contract.

3. can Philip sue the ferry company?

Thornton v Shoe Lane Parking Ltd ( 1971) 2 QB 163
Causer v Browne ( 1952) VLR 1
clause is ineffective, since philip had no oppose