Business Law Cases Summary

straits ( Topic 3) Is a proposal the borrowing of which establishes the existence of an de c on the wholeinement. It shows a promissory intent. In former(a) words, it is a promise to do or refrain from doing nighthing. Usu bothy upon look into that the other party agrees to do or refrain from doing something else in return. Harvey v. Facey Harvey direct to Facey a telegram to deal Bumper H all(prenominal) Pen. He asks Facey to telegram the final price. Facey telegram the lowest cash price ? 900. Harvey says agree to buy for ? 900. regulation tender is more than a unstained supply of information Offer moldinessinessinessiness(prenominal) show promissory intent Australian Wooden Mills v Commonwealth in where the goernment assert did non ask boththing in the return Offer is non Invitation to treat and must be severalize from ITT Invitation to Treat Is an goion by one party which may step up to be a growual whirl further which is real inviting others to pass water an strain of their own. Invitation to treat lacks of promissory intent 1. Boots Case (Pharmaceutical Society of owing(p) Britain v. Boots Cash Chemists (Southern) Ltd) Self servicePS sued Boots cash for breach of pharmacy and poison act by deceiveing certain poison non under superintendence of registered pharmacist as boots cash is a pharmacy in a self service basis. However, in that location is one registered pharmacist in the shatter check out point. linguistic rule In the self service system, the raise is make by customer at the check mark point of gross sales while the credence is do by the cashier at the checkout point of sales as well. 2. Fisher v. tam-tam Shop window Bell considering the flick knife which is showed in the window displayed. Bell was sued for offering the knife which is prohibited at that time by tatute. article of faith The display of an article with a price on it in a hop window is merely an invitation to treat. ITT target be an offer if repoint promissory intent Limited to who mess accept Limited to what sack up be accept Offers to the World At Large Offers that atomic number 18 non directed to some(prenominal) specific somebody, but to anyone who becomes aw be of them. 1. Carlill v. Carbolic Smoke stumblebum Carbolic smoke ball advertise promised reward to anyone who chooseing influenza succeedingly using their product. To show the sincereness, they primed(p) money ? 1000 in account. Mrs C used it and aimed influenza.Principle An offer outhouse be do to the earth at large. The choose is make to limited portion of public, who set the anatomy on the advertisement. And it show promissory intent. Offer must be communicated Offer becomes effectives if it is communicated and there is meeting in mind when they accept it. However, offeree must be aware of its existence and terms. 1. R. v. Clarke Reward for information about murder of 2 policemen. Clarke was arrested and to save himself, he gave the information. Principle Offer must be accepted with the companionship of the offer. Respon to Offer Accept Clarify recurrence Offer excrete Do nothing Counter Offer Rejection of the archetype offers which make the original offer to an end, and form a new offer. If the Counter Offer cosmos rejected, the original offer offer alone non revive, unless the offeror renew it. 1. Hyde v. call on Wrench do an offer to convey his farm to Hyde for ? 1000. Hyde says that he will reconcile ? 950. Wrench says no, and Hyde say want to concede ? 1000. Principle Counter offer resolventing the original offer to end. It is rejection of the first offer. Counter offer must be distinguished from mere inquiry . Stevenson Jacques v. McLean McLean made an offer to SJ to shift certain iron. In reply, SJ write will accept 40 over 2 months. As it is no reply, SJ write again to accept the maiden offer. Principle Seeking clarification is not counter offer, but mere inquiry. Only the offer ee who are directed to accept the offer by the offeror 1. Boulton v. Jones Jones places offer with old chum Brocklehurst. Boulton had taken over the business and he filled the offer. Jones refused to get. Principle Only the individual to whom the offer is directed can accept. Revocation by OfferorRevocation is not valid, unless it is communicated to the offeree. Revocation is valid forwards acceptance. Purported repeal after acceptance has been communicated is a breach. 1. assholeenson v. Dodds Dodds made an offer open until 9 am on the 12 June. On 11, Dodds sell the house to B, and B has told Dickinson. On 12 at 9 am, Dickinson comes bring the acceptance. Principle The offer can be revoked indirect or via distribute. espousal (Topic 4) Is an absolute and clean assent to the terms of the offer, made in the mode specified or indicated by the offeror. 1. Master v. Cameron Masters want to buy Cameron farms.They make a document, sign by both party, indicating the future stat ely take in to buy the farms. Masters having financial difficulties to buy the farms and sued by Cameron. Principle Agreement to agree later on cant be force able. (Condition 3) Conditional Acceptance is not acceptance. Condition can be precedent or subsequent 1. Parties reach conformity but want terms to be pen down 2. Parties reach agreement but performance subject to formal agreement 3. Parties didnt intend to reach agreement subject to formal sheer Subject to acceptance is not acceptance at all Manner of acceptance Stipulation of the offeror Ought to be the same fashion as the offer o If stipulated as the only mode, consequently must comply, otherwise should be equally or more advantageous. 1. Eliason v. Henshaw Eliason made an offer to buy flour from Henshaw and stated to reply by wagon. Henshaw is reply by post. Principle if the method had been stipulated, it must comply otherwise, more advantageous. Postal normal states that where acceptance by mail is contemplated, acceptance occurs immediately when the letter is post RULES Acceptance is complete when a properly addressed and stamped letter of acceptance is dropped in the mail box 1. Adam v. Lindsell nd Sept, Lindsell posts offer to sell wool, and requires acceptance in the course of post. On 5th Sept, the offer veritable by A, and posted it. On 8th Sept, L sell wool to X. On 9th Sept, As acceptance arrives. Principle An acceptance is complete as soon as it is properly posted. Negating Postal govern By using the term as acceptance must be received by or application close 1. Nunin Holdings v. Tullamarine Estates Nunin offered to buy a land from Tullamarine, via post. On May 88 Nunin sends offer to purchase land. On June 16 Tullamarine sends a contract. On 5 family Nunin signs and mails back.On 12 September Tullamarine signs and sends back. On 13 September Tullamarine attempts to revoke before Nunin receives mail. Nunin had indicated at the deviate that the postal die hard did not apply as i t was stated in the mails on 5 September that the circumstance was receipt of the identical kill part, not its posting. Principle The Postal master can be negated if this is made clear at the start of negotiations. Instantaneous Communication Postal rule didnt apply in here. Acceptance By Telex, Fax, E-mail, Web realise is not effective by simply sending it. The offeror must receive the acceptance consequently the contract can be formed. . Entores v. Miles further East Co Lon wear thin co makes telex offer to capital of The Netherlands co. Amsterdam Company accepts via telex. A contractual dispute arises. Principle With instantaneous communication, the contract is complete as soon as the acceptance is received and at the place where it is received. Silence cannot be stipulated as the required modality of acceptance. 1. Felthouse v. Bindley F offers to buy a horse for ? 30/15/. If I hear no more Ill consider the horse mine. Principle An offer cannot stipulate silence as a mann er of acceptance, and acceptance requires positive mental assent.Acceptance can be communicated by conduct or words. 1. Brogden v. Metro Rail compose offer drawn up and sent. It never specifically accepted, but subsequent dealings were according to its terms. Principle Acceptance can take the form of conduct. Intention (Topic 5A) The Presumption is with stringently domestic, social, or voluntary arrangements it is presumed that the parties do not intend to create a sub judicely enforceable agreement. Domestic 1. Balfour v. Balfour Husband agrees to break monthly adjustment ? 30 to married woman while they are apart. Husband fails to pay &038 wife sues.Principle A domestic arrangement is not intended to rail route carry legal effect. However the presumption can be easily rebuttable. 1. Wakeling v. Ripley Family give up job and move to live with wifes brother. companion promised to leave them his property. Dispute arises &038 Brother reneges on the promise. Sister &038 economi ze sue Brother for breach of contract. Principle A definite agreement in serious circumstances will rebut the presumption. 2. McGregor v. McGregor Husband and wife issue infraction charges against each other. They agree to settle the maintenance payment, living apart, etc. They are unsounded legally married.Husband fails to pay maintenance. Principle An agreement between husband &038 wife can be binding if they intend it to be a legally enforceable contract. Business &038 Commercial Such agreements are presumed to start the intention to be legally binds, however the presumption cant be easily rebuttable. 1. Carlill v. Carbolic Smoke Ball Contents (Topic 6) pic The Parol Evidence territorial dominion Where a contract is editd to writing and appears to be entire, it is assumed that all the terms of the contract will be contained in it and No extrinsic evidence can add to or vary the written contract 1.Henderson v. Arthur Written lease of theatre with withdraw of ? 2,500 p. a CAS H. T paid by cheque because the L had verbally stated get intot worry, a cheque is okay. L sued for late bout payment. T said he paid by cheque but L now refused it. Principle No extrinsic evidence can add to or vary the written contract. EXCEPTIONS Partly written, partly oral exam contracts 1. Van Den Esschert v. Chappell Before Signing pinch To Purchase A House C Asks Is The House Free Of White Ants (Termites)? Van de Replied Yes Of Course. If in that location Had Been Any I Would Have Taken Steps To Eradicate Them. Written Contract Makes No Mention Of White Ants. The House Turned verboten To Have Termites Principle Partly written and partly oral contracts dont apply on Parol Evidence Rule. Sometimes A literal Term send packing Be Included In The Contract, If It Doesnt conflict The Written Part. Nothing mentioned in the contract about the white ants spoken financial statement Representation or Term Representation Oral statement that is not intended to be bind Terms Ora l or written statement that are intend to be bind agentive role to decide it is term or representation Time lapse before contracting Verbal or Written Special realizeledge or skill Importance of the statement 1. Oscar Chess v. Williams W purchased a car from O, a registered dealer. He traded in his 1948 Morris (? 290). It turned out to be A 1939 Morris (? 175). The dealer sued for the difference in trade in values (? 115). Principle The buyer does not have special skill or knowledge in car. Therefore, it is a representation as the dealer is supposes to know it better. 2. Dick Bentley v. Harold Smith Dealer wrongly stated that a vehicle has do 20,000 miles since the engine &038 gearbox was replaced. But it was more like 100,000 miles.Principle The buyer relied on the special knowledge of the dealer. The dealer was in a position to know the true mileage. pic Condition major(ip) Breach Going To the Root of the bailiwick. Non-breaching Party May Terminate The Contract. Elect To Continue. process for redress. 1. Poussard v. Spiers P, an opera utterer engaged to perform from 28th Nov. P, falls ill &038 cannot attend until fourth Dec. Opening night is 28th. On 25th S&038P ask another singer. Principle Attending the night party is the root of the contract. Where a breach goes to the root of the matter, there is a breach of condition term.Warranties small-scale Breach not going to the root of the matter. Non-breaching Party May Sue for Contractual remediation. Not elect to terminate the contract. 1. Bettini v. Gye B, an opera singer contracts for 3 month season &038 to arrive for rehearsals 6 days before initiative night. Due to illness B showed up only 2 days before. G terminates &038 sues for damages. Principle A article, not zippy to the completion of an agreement is a sanction (B was available for all performances). Innominate Term A term which is capable of either a major or minor breach. Major Breach => Can terminate the contract.Minor Brea ch => Payment of compensation. 1. L Schuler AG v Wickman Machine Tool Sales Ltd W contracts with S to sell Ss Machinery and to chit-chat customers once a calendar week. Contract describes the each week customer visits as a condition. Machinery is interchange but periodic visits do not happen. S terminates the contract &038 sues for damages. Principle The weekly visit term was capable of major and (as in this case) minor breach, so it was innominate. The stance of contractual terms is a matter of fact, not mere description. power of spot Someone who signs a document is DEEMED to have read mum and agreed to its contents. . Lestrange v. Graucob L purchased vending machine gestural but did not read contract. Machine defective but contract basically said not responsible for defects. Principle If you sign something, then you have read, understood and agreed to it. There was no fraud or misrepresentation. L could not bring an action for breach of contract. Effect of Signature ex ception 1. Misrepresentation. 2. Document does not appear contractual. 1. Curtis v Chemical killing &038 Dyeing Co C took a wedding dress to CCD for dry-cleaning. C asked to sign a receipt excluding CCD from damage to buttons &038 sequins.The receipt contained an exclusion from any liability whatsoever. The dress was returned stained &038 C sues. CCD tries to rely on the printed &038 signed receipt. Principle Misrepresentations create an exception to the signature rule. Exclusion Clause Contract terms which excludes or limits the liability of one party. Where an exclusion clause in a non-contractual (not expected to contain terms of the contract e. g. voucher) a fairish notice of the clause at that time of contracting will force if enforceable BASE RULE If the exemption clause is in a signed document, it is binding. 1.Causer v. Browne Printed on a dry cleaning ticket NO RESPONSIBILITY FOR DAMAGE TO ARTICLES . C handed in fit out which was returned damaged. C sues. Principle The document was non-contractual in nature. A reasonable individual would not expect to find contractual terms on it. 2. Thornton v Shoe Lane Parking Ltd T parked his car in an automatic car park &038 received a ticket. Sign at the entrance listed terms of use. One was cars parked at owners risk. ticket referred to the terms of use. BUT notice was small and not conspicuous. T soberly injured when collecting his car &038 sues car park.Principle Ts caution was not brought to the specific existence of the clause in a way that could be described as reasonable. Ticket was also issued when T could not revoke his offer. Furthermore, this was Ts first use of the car park. 3. Olley v Marlborough Court Ltd O booked in to hotel &038 paid for 1 weeks stay in advance. When O got to the room there was a sign on the wall dis introduceing liability for spillage of personal effects. Os personal effects were stolen &038 O sued the hotel for the loss. Principle A clause that is notified after the co ntract is formed is not part of the contract. Doctrine of Privity (Topic 7b)A person cannot incur obligations or gain rights under a contract to which they are not a party. Beneficiary cant sue 1. Tweddle v. Atkinson On engagement, father &038 father-in-law agree to each pay the future husband ? 100. The father-in-law didnt pay. Principle no stranger (to the contract) can take advantage of it, although made for his benefit. Therefore, he cant sue his father in law. Execption Joint Promises 1. Coulls v. Bagots Executor Mr. Coulls made an agreement with ONeil to quarry Coullss property, and to pay the royalty to him and to Mrs. Coulls. Not presbyopic after, Mr. Coulls dies.Principle The contract must have been made with you as well as the other party even though the other party didnt contribute any consideration, contract still exist. Mrs. C was not a joint promisee. If she is, then she can claim Property Law Act 1969 Where a contract expressly in its terms purports to confer a ben efit directly on a person, who is not named as a party to the contract, the contract Is Enforceable by that person in his own name but every person named as a party shall be joined to the action. must(prenominal) have 2 Conditions Has be name beneficiaries in the contract Join in the legal action 1.Westralian Farmers v. SMP Sale of stock from K to SMP. Contract requires SMP to pay commission to WF. Principle S. 11 (2) PLA enables WF to sue if K is also named as co-defendant. It is also known as joining. Therefore WF entitled the commission. bound (Topic 9) a. Discharge by performance Contract can be end when obligation (paying, transferring or other act of service etc. ) is performed as agreed in the contract and within the time agreed. General Rule Performance must be exact to be effective 1. ships boat v Powell Seaman signs on from Jamaica To the port of Liverpool He died about 3/4 of the way.The widow wants to claim the ? of his pay. Principle The performance of a contrac t must be exact to be effectively discharged. It is an entire contract Exception a. Where the contract is divisible Divisible contract is a contract in where instead of doing for entire contract we can do it divisibly. b. The ism of substantial performance Pay full amount but part some amount to ratify the service. (Was treated as performed and payment was reduce for work not done) 1. Hoenig v. Isaac Contract is made for redecoration of flat for ? 750. Work was not done satisfactorily and cost ? 55 to repair.Principle If contract is substantially performed then subtract the cost of fixing it. The contract is performed even it is partially defective. Therefore, ? 750-? 55 b. Discharge by Frustration Frustration = an intervening, dramatic situation exposition performance impossible or radically different from what the parties had in mind. A person was required to carry out their contract, no matter what 1. Paradine v. Jane P rent land to J. J was dispossessed by an invading prince . J refused to pay rent. Principle Parties, who voluntarily enter into contracts, must perform all their obligations irrespective of what happens.They are absolutely liable. Therefore, J must pay the land, even though he is not occupy the land Because there are unfair things happen in Paradine v Jane case, therefore some exception in foiling is applied. It is apply because a. Contract is impossible to perform because of an event b. Nobodys in the contract are switching c. Note un predictable here means not provided for in the contract, not impossible 1. Taylor v. Caldwell Fire burns down concert hall. The promoter does not have to continue to pay rent Principle When, without fault of any party. The subject matter of the contract ceases to exist.The contract is discharged by frustration. Therefore, no more rent fees. 2. Krell v. Henry Contract was made to hire a flat for 1 day, to view the coronation procession of Edward VII. investiture postponed. Principal Where the entire basis of the contract does not occur the contract is discharged by frustration. Therefore, rent is not paid. 3. National carriers v. Panalpina LTD P leased a warehouse from N for 10 years. Road closed for 20 months. P refused to pay rent for those months. Principal The purpose could still be substantially achieved, performance was not radically different.The contract was not frustrated. Therefore, the rent should be paid. Remedies 3 basic of remedies 1. Discharge (for material breach) Contracts can be discharged if a breach is material. But make sure it is actually a breach and not performance or frustration. 1. Green v Sommerville G contracts to sell land to S cloture fails when S has no funds. Later G rents property to S in anticipation of settlement 6 months later G rescinds the contract. Principle the right to rescind not available. Conduct of G amounted to affirming the contract. The contract was enforceable against G by S. clobber Justifies election to terminate squirt Substa ntial performance. Does NOT justify event by the innocent party. 2. remedy (for material or minor breach) Is a monetary compensation for loss caused by the breach. Breach can be MATERIAL Breach of Condition or major breach of innominate term. MINOR Breach of Warranty or minor breach of innominate term. Rules of Damages Must not be too remote. Are compensatory / quantum, (calculation), of damages. Must be mitigated. Can be pre-agreed a) Rule of Remoteness For damages to be recoverable the loss must a) Arise naturally from the breach be reasonably foreseeable given reasonable current standards or (b) Have been contemplated as a probable result of the breach 1. Hadley v Baxendale A contract made for the transportation of a crankshaft. It was breached by delay. Mill shut down for long-lasting than expected, production lost. Principle the zep owner cant claim the profit on the lost production. Where two parties have made a contract which one of them has broken, the damages whi ch the other party ought to receive in respect of such breach of contract should be such as might fairly and reasonably be considered either . arising naturally, that is, according to the vernacular course of things, from such breach of contract itself, or b. Such as may reasonably be supposed to have been in the musing of both parties at the time they made the contract, as the probable result of the breach of it. Because the carrier did not know the machine was a vital part of the mill, he did not see it as probable that the mill would close down. Therefore he was not liable. 2. Victoria wash v. Newman Laundry buys boiler. Delivery required in June. Laundry begins negotiating for lucrative new discolour deal.But delivery delayed until November. Deal lost. Principle type of losses must be foreseen as a serious possibility. Therefore, the laundry can claim lost production, not lost new deal. Quantum of Damages bureau the calculation of damages (Main Principle) The injured party is entitled to be placed in the same position that they would have been in if the contract had been performed. *Damages compensate for loss suffer 1. Commonwealth v. Amann Aviation Contract was made for coastal surveillance. AA sets up, modifying planes, training staff etc, but wasnt ready on time to start contract.C terminated, but being a breach of warranty only, Cs termination is not justified placing C in breach. Principle The injured party is entitled to be placed in the same position that they would have been in if the contract had been performed. Therefore, the damages is awarded *Damages can be awarded for loss of a chance 1. Howe v. Teefy Lease of a racehorse for 3 years. Owner takes horse back after 3 months. Principle Just because losses are extremely difficult to value doesnt mean they wont be ordered. This is Loss of a Chance. Therefore possible lost prizes can be claimed. Damages cant be claim from loss of enjoyment or entertainment unless the fruit of the contract say so 2. Baltic v. Dillon sail liner sinks. Passenger sues for damages for disappointment &038 distress. Principle While such damages are not usually given, this contract is to provide a relaxing holiday. This was the essence of the entire contract i. e. The fruit of the contract is not provided Therefore, the passenger can sue for disappointment and distress. *Damages must be mitigated Reasonable steps must be taken to inform the loss. *Damages can be pre-agreedLiquidated damages arise from the parties agreement to pay stated sum in the event of breach as long as it is a genuine pre-estimate and not a penalty 1. Dunlop pneumatic Tyre Co Ltd. v New Garage &038 Motor Co. Ltd. D contracts with N to supply tires provided that N will sell them at Ds preferred price. Contract provides that damages will accrue to D in the amount of ? 5 per tire for each tire sold below Ds price. Principle The amount stated was a genuine pre-estimate of the loss to D. therefore, the clause is not pena lty. Equitable remedies SPECIFIC functioning Court order to carry out some act (perform the contract).It is not available in many circumstances. 1. Green v Sommerville G contracts to sell land to S settlement fails when S has no funds. Later G rents property to S in anticipation of settlement 6 months later G rescinds the contract. Principle No two pieces of land are identical. G affirmed the contract &038 it should be performed as agreed. Damages will not compensate adequately. INJUNCTION Court order prohibiting some act (breaching the contract). Not available in many circumstances. RESTITUTION Quantum meruit as much as he has earned. No-one should benefit from unjust enrichment. Not available to a party in breach.