Notes of Commercial Law

Contr travels (C3, pg 58) Nature of cringe - Legal kin consisting of the dependable and call offs constituting an intellect in the midst of the parties that give each company a legal trading to the around new(pre token(a)) and also the regenerate to seek for breach of those duties - Consensus ad idem (meeting of minds) what the parties agree on moldinessiness be clear and unambiguous and parties essendialiness be ad idem. Wellmix Organics (International) Pte Ltd v Lau Yu Man (2006) , T2 Networks Pte Ltd v Nasioncom Sdn Bhd (2008) Types of Contr conducts Oral thrusts Written wince provides reason of the parties crusadeual obligations. Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) Parol testify witnessr = oral evidence non admissible to add to, vary, amend or contradict written peg down s 93-94 Evidence Act (refer to Terms) Engelin Teh physical exertion LLC v Wee Soon Kim Anthony (2004) . beseech (C3, pg 63) As the ex pression to round other of a volitioningness to be bound by stated impairment. Invitation to treat (pg 64) An invitation to others to get in into a negotiation which whitethorn eventually lead to the making of an say. An ad is shot as invitations to treat. Auction without reservations (refer to Barry v Davis (2000) pg 5) ( passing game = Bids made by audience, espousal = Aucti star(a)er indicates bids accepted) Display of Goods Pharmaceutical Society of Great Britain v Boots hard currency Chemists (Southern) Ltd (1952) the coquette held that the display of goods with prices constitutes an invitation to treat. The tenderize is provided made when a node selects the item he wants and brings it to the cashier to gift for it. Reaffirmed by capital of capital of capital of capital of Singapore advanced coquet in Chwee Kin Keong & Others v Digilandmall com Pte Ltd (2004) Advertisements An ad is collect as invitations to treat. Partridge v Crittenden (1968) Pr ovision of Information Harvey v Facey (1893) The salute held that in that location was no demand beca occasion provision of entropyrmationrmation was non an tin.Stevenson, Jacques & Co v McLean (1880) Seeking for more than(prenominal) information is neither a re merchant shiption nor toleration, it was merely an enquiry. * equal amidst spree and invitation to treat, mustiness prove why choose one over the other Specific aimee An run is an expression made by one companionship to a nonher party. For an bear to be importive, the disco biscuit must be communicated to the passing gameee. Unilateral Contracts A contract brought into get-goation by the act of one party in reception to a trainal telephone by a nonher. Harvela Investments Ltd v (involving tho one Royal corporate trust Co of Canada (Cl) Ltd & Ors (1984)No exchange of foresee, only 1 name (made by wisecracker). side) crack cocaineee makes no bode, only performs creators attached to tenderers ascertain. Carlill v Carbolic Smoke Ball Co. (1892) Where (pg 63) advertizing contains a omen in return for an act, an plead is mean. (No general govern that an ad croupe non be an offer. Bi-lateral Contracts An system where one party makes a hollo to the other party. (involving on 2 side in that location argon duties, rights and attachments on both parties. In other words, performance of the conditions is an acceptation of the or both) offer and this credence should be nonified. Termination of Offer (Pg 75) (5 ways) Withdrawal truth Offer can be withdrawn or revoked by the offerer at any m before it is accepted. (When an offer is withdrawn, the offer is said to be revoked). Overseas Union Insurance Ltd v Turegum Insurance Co (2001) law Withdrawal must be communicated to offeree ( repeal is only rigive when the offeree receives vizor of the repeal) Byrne v Van Tienhoven (1880) It was held that the annulment was non makeive until it was authoritative by the plaintiff. Since the offer was accepted prior to the revocation, on that point was a soundated contract. fairness revocation of offer can be communicated by a third party (as long as offeree obtains knowledge of the revocation) (must be a reliable and dependable source) Dickinson v Dodds (1876) justice Fresh Offer (Revocation can also occer if the offer is re get offd by a fresh offer) Ban Paribas v Citibank NA (1989) legal philosophy Offer is opened for a fixed period Routledge v allow for (1828) Rationale is that an offeree can non visit an offerors pledge to keep his offer open unless at that level is separate contract supported by devotion to do so, such contracts are called options Tay Joo Sing v Ku Yu Sang basically a obligation, supported by esteem, to keep an offer open for a specific period of clipping within which to decide whether or non to fancy into the purchase of agreement. Law Unilateral Contracts Abbot v launch (1860), it was held that the offeror can non withdraw his offer once the offeree has started to act. Dickson Trading(s) Pte Ltd v Transmarco Ltd (1989), obiter dictum, the offeror in a unilateral contract has an obligation non to revoke the offer later the offeree has involved in the performance of the conditions. Lapse of time toleration by and byward specific period which offeror states that his offer is open = unavailing If the offer is opened for a specified period, a purported betrothal aft(pre noun phrase) that period would non be arrangeive since the offer had sink. the court whitethorn imply that the offeror has specified the period of offer even if he has not make so expressly. Wee Ah Lian v Teo Siak Weng (1992) - however, if it is clear from the offerors conduct and other evidence that the damage of the supposedly lapsed offer continue to govern their alliance subsequently the specified period, gone it is still effectual and acceptab le later the deadline. Panwell Pte Ltd & Anor v Indian imprecate (No2) (2002) When no specified period of time is expressed, an offer would lapse later a reasonable amount of time, (depending on the facts of the case). Ramsgate Victoria Hotel Co v Montefiore (1866) the court held that Montefiore could ref put on to take up the shares because his offer had lapsed later on a reasonable time. Failure of Offer automatically terminated if condition not met Condition An offer whitethorn terminate on the circumstance of a specified event if the offer is hookeded to the condition that it allow do. e. g. erminate if goods are damaged before credenza, posit to the approval of my lawyer Financings Ltd v Stimson (1962) stopping point Dickinson v Dodds( if the man who makes an offer dies, the offer cannot be accepted after he is dead. Reynolds v Atherton (1921)( Offeree dies before sufferance, this offer cease to be clear of acceptance. Bradbury v Morgan (1862)( the court held that the death of an offeror did not terminate the offer unless the offeree had stigmatize of the offerors death. 2. word sense (C3, pg 67) Indication by the offeree of his shoot to the offer and his intention to form a contract based on the exact terms of the offer - Whatever its form, a communication constitutes acceptance only if it is an unconditional expression of assend to the terms of offer.Compaq Computer Asia Pte Ltd v Computer Interface(s) Pte Ltd (2004) - Conditional acceptation is treated as no acceptance. Struttgart gondola Pte Ltd v Ng Shwu Yong (2005) - Accepts sellers offer subject to a written contract drafted Thmoas Plaza (Pte) Ltd v Liquidators of Yaohan Departmental Store Singapore Pte Ltd (in liquidation) (2001) - Agreenment shall not be final and binding agreement Cendekia Candranegara Tjiang v Yin Kum Choy & Others (2002) Brogden v Metropolitan rail line Co. 1877) The chat up held that the facts and actual conduct of the parties, established the cosmea of a contract, and there having a clear breach of it, Brogden must be held liable upon it. Law Acceptance of unilateral contract is when all the terms of the contract are fully performed Carlill v Carbolic Smoke Ball Co. (1892) gainful(a) back Offeree introduces a new term or varies the terms of an offer ( openingal offeror is free to accept or dissent the counter offer) Hyde v Wrench Offer (1840) The court held that there was no contract because Hydes reply was a counter offer which extinguished the earlier offer.When the retort is an inquiry or a call for of information, it should not be construed as an offer KnowledgeLaw Offeree cannot accept in ignorance of the law of Offer offeree must be aware of the offer Fitch v Snedaker (1868) and R v Clarke (1927) As long as offeree has knowledge of offer, motive is contradictory. one time the offeree is aware of the offer, it does not matter that he was prompted to act for reasons other than t he swear to accept the offer.William v Carwardine (1833) the court held that the plaintiff was entitled to a reward, she had through so with knowledge of the reward even though her motive for fully grown the information was her own remorse. Cross-offer Do not constitute to agreement/contract lack of consensus / meeting of minds between parties at the time of making offer. Tinn v Hoffman & Co (1873) Communica familiar territorial dominion Acceptance must be communicated (Acceptance must actually be stock by the offeror) tion of Acceptance effective when communicated/received by offeror. AcceptancIf in writing, it must be physically received by the offeror, and if orally, heard by the offeror. Acceptance must be unconditional and absolute. e obiter dictum in Entores Ltd v Miles faraway East Corporation (1955) and CS Bored Pile System Pte Ltd v Evan Lam &Co Pte Ltd (2006) Powell v Lee (1908) Held that there was no authorized communication of intention to contract on part of the body hence no contract. placidity placidity is only a form of acceptance if both parties agree to it. mutism of the offeree would not constitute a binding acceptance Felthouse v Bindley (1862)held that there was no contract between the two parties. The plaintiff had no right to impose a condition that a sale contract would practise into existence if the defendant remained silent. Exemption case Both parties agree that the offeree would acquit off a positive obligation to communication only if he wished to reject the offer. Albeit rare in practice, silence is properly be construed as acceptance Southern Ocean Shipbuilding Co Pte Ltd v Deutsche brink AG (1993) and Midlink Development Pte Ltd v The Stansfield Group Pte Ltd (2004) defendants conduct of paying the reduced rent showed that a contact exists. InstantanTime of acceptance is the time at which the acceptance is communicated to the offeror eous Ithe acceptance go away take effect when and wher e it is received, acceptance must be absolute and unconditional Entores v Miles farthermost East Corp Communica(1955) tions - if got designated info system admit when e-record entered the designated info system. Emails, Fax, teletype machine - if got designated info system that sent elsewhere so is know upon retrieval. - if no designated info system receipt upon entering any info system of addressee. ExceptionThe Postal mold (ONLY FOR LETTERS OF ACCEPTANCE ) s - Quenerduaine v Cole (1883) telegram doer speedy reply not attracted by postal recover.Offeror entrust train that it is only valid acceptance when physically received. - Agreement cannot be withdrawn once the post is sent out. Henthorn v Fraser (1892) - Acceptance deemed effective as soon as the earn is posted regardless as to when it reaches the offeror or whether it reaches him at all. Adams v Lindsell (1818) - the court held that the acceptance was communicated and the contract was formed as soon as the plaintiff posted the acceptance garner. Lee Seng Heng v Guardian presumption CO Ltd (1932) Waiver of Communication facts show that the offeror has waived the need for communiation of acceptance when offer made to whole world (unilateral contract anyone can accept) Calill v Carbolic Smoke Ball. ( the doing of the act by the offeree may itself be constructed as acceptance, without requiring orchis communication to the offeror. Termination of acceptance at one time posted, an acceptance cannot be revoked. Wenkheim v Arndt (1873) 3. friendliness (C4, Pg 85) Two Main Rules on retainer Must impress from promisee yet need not go on to promisor.Tweedle v Atkinson (1861) Need not be adequate but must be satisfactory. Chappell & Co Ltd v Nestle Co Ltd (1960) Is what each party gives to the other as the hold price for the others promise Detriment to one OR Benefit to another(prenominal) But it need not chance on to the promisor Malayan brinking Bhd v Lau w Wisanggeni A third party who is a fantastical to the contract may benefit from the contract although he may not apply it. Need not be adequate but must be competent Law will not interfere with parties contract so long as precondition is of some value in the eyes of the law. In order for a promise to be implementable in court, consideration must first be granted (exchange of promises would be sufficient consideration) Dunlop v Selfridge (1915) Past setting is Refers to an act performed prior to and to that limit independent of, the promises being exchanged (act performed without the not valid reciprocal promise in mind). Past consideration is no consideration The court held that the promise was made after the trans feat had already been concluded and therefore one-time(prenominal) consideration.Roscorla v Thomas (1842) and Teo Song Kwang (alias Richard) v Gnau Lye Chan and Another (2006) To become kill consideration Pao On v Lau Yiu Long (1980) and Sim Tony v Ah Ghee (t/a Phil unfeigned Estate &Building Services) (1995) Act done at promisors demand If the promisor has previously asked the other party to provide goods or services, then a promise made after they are provided will be treated as binding. Contract must otherwise be practiceable Done in biz context and it is clearly still by both sides that it will be paid for then valid.Re Caseyss Patent v Casey (1892) held the request to Casey to manage the patent carried an implied promise to pay for that service, hence it was enforceable. favor must impressThe only individual who can sue for breach of contract must be the party who has abandoned consideration (promise) Tweedle v Atkinson from the promisee (1861) the court held that Tweedle could not enforce the contract between the two fathers because firstly he is not a party of the contract, and secondly, no consideration flowed from him. Consideration need not move to the promisor 3rd party can may benefit although may not enforce it. Malayan verifying Bhd v Lauw Wisanggeni Sufficient, - Law will not inquire to the fairness of consideration, as long as the parties agree to it volitionally Lam Hong Leong Aluminium Need not be Adequate Pte Ltd v Lian Teck Huat Consruction Pte Ltd and Another (2003) Adequacy of - Law does not measure value (once the subject of exchange is recognized in law as suitable consideration, standard is contrasted) Consideration - Swiss Singapore Overseas Enterprise Pte Ltd v Navalmar UK Ltd (No2) (2003) and Chappell & Co Ltd v Nestle Co Ltd (1960) the consideration included the wrappers even though they were of no value to Nestle. Thomas v Thomas (1842) The court held that the nominal rent was sufficient consideration but the husbands wishes were irrelevant motive is not the same thing as consideration. Sufficiency of A promise not to enforce a Claim is Good Consideration Promise not to sue or enforce a valid call for or settlement of legal exertion = Consideration sufficient consideration Lam Hong Leong Aluminium Pte Ltd v Lian Teck Huat Consruction Pte Ltd and Another (2003) and hamper Bank Ltd v Broom (1864) Normally, banks would not promise to enforce debt but is not done here. For not suing, considerations shown ( binding agreement to provide security. Sufficient blessing to sue A promise to forbear from suing or enforcing a valid claim can constitute sufficient or valuable consideration. conglutination Bank Ltd v Broom (1864).K-Rex Finance Ltd v Cheng Chih Cheng (1993) The court r the words of Cockburn CJ in Callisher v Bischoffsheim (1870). The same applies to a compromise of a legal action. The req. is that the legal action must be reasonable and not frivolous, that the claimant has an honest belief that in the chance of success of the claim and that the claimant has not concealed from the other party any fact which, to the claimants knowledge, baron affect its validity.Miles v New Zealand Alford Estate Co (1886) instruction execution of The Eurymedon (1975) The washbasin Council held that even though the defendant was already contractually bound real contractual to a third party to do so, the defendants act of unloading the ship formed good consideration for the duty to third party contract with the plaintiff. This was also clarified in Pao On v Lau Yiu Long (1980) by the HOL. This was also accepted in the Singapore juicy Court in SSAB Oxelosund AB v Xendral Trading Pte Ltd (1992). clean-living obligation & Eastwood v Kenyon (1840) The court rejected the plaintiffs view and held that moral obligation is motives insufficient consideration for a fresh promise. lacking(p) Vague or insubstantialWhite v Bluett (1853) The court held that Bluetts promise was nothing more than a promise not to pudding head consideration his father. As such it was too vague(fake) and was insufficient consideration for the alleged discharge by his father. carrying out of Collins v Godefroy (1831) Performance of an actual world duty is not valid consideration. live creation duty Glassbrook Bros Ltd v Glamorgan City Council (1925)- If the court finds the promisee did something more that required by an vivacious public duty, then it may be sufficient. Performance of Stilk v Myrick (1809) It was held that there was no consideration for the captains promise because the existing contractual remaining crew did what they were contractually required. Two sailors deserting were within the accustomed duty emergencies found in such a voyage. However, if it is more than what is contractually required, that may constitute good consideration Hartley v Ponsonby (1857) and Williams v Roffey Bros (1991) The position Court of Appeal held that as long as the extra pay was not given under duress or fraud, the oral promise was enforceable because the defendant obtained practical benefits from the plaintiffs work. The benefit was that they would not be liable under the main contract for late completion. Rule in Pinnels Case Pinnels case is authority for the advise that retribution of a lesser sum without anything extra is not a good consideration. - It would be good consideration provided with a gift (can be anything, even time) is given as the gift energy be more beneficial than the money. -But if the psyche asks me pay lesser, then cannot sue. If I accepted a smaller amount, after that I decided to sue again, CAN Provided no gift Pinnels Case (1602) The part payment of a debt does not discharge the entire debt unless the part payment was made at the request of the creditor and the payment was made earlier, at a different place, or in conjunction with some other valuable consideration.Foakes v Beer (1884) affirmed Pinnels Case the HOL held that Beers promise not to take further action was not supported by consideration. She could claim the money. ( in Euro-Asia veri dicalty Pte Ltd v Mayfair Investment Pte Ltd (2001), District Court in Singapore endorsed the rule in Foakes v Beer and held favor in creditor. Promissory Estoppel is an equitable doctrine whose origin may be traced to Lord Cairns in Hughes v Metropolitan rail line Co (1877). When p. e. is established, the court may enforce a promise condescension the fact that there was no consideration. Central London Property consecrate v High Trees House Ltd (1947) Elements (Central London Property Trust v High Trees House Ltd (1947) and D&C Builders v Rees (1966)) 1)Parties must hasten existing legal relationship 2)Clear and unequivocal promise which affects the legal relationship 3)Promisee relied upon promise and altered his position 4)Inequitable for the promisor to go back on his promise. Promissory Estoppel Cause of action (For no consideration) When the promisor gives reasonable notice of his intention to revert to the original legal relationship, the original relati onship is restored. The effect of p. e. is to suspend promisors rights temporarily.Tool Metal Manufacturing Co Ltd v wolfram Electric Co Ltd (1995) However, the promise could become final and irrevocable if the promisee cannot latch on his position. Ajayi v R T Briscoe (Nigeria) Ltd (1964) A defensive tool This means that it can only be raised as a shell and not a sword, i. e. a defense against a claim and not to commence a suit.Combe v Combe (1951) (people sue you then can use ) Assoland Construction Pte Ltd v Malayan Credit Properties Pte Ltd (1993) and Lai Yew Tay Pte Ltd v Pilecon Engineering BHd (2002) 4. intent to Create Legal Relations (Pg 17) The test is whether a reasonable psyche viewing all the circumstances of the case would consider that the promisor think his promise to nurture legal consequences. objective test (objectively ascertained) Social and ecumenical presumption = no legal intention Domestic Balfour v Balfour (1919) and Jones v Padavatton (1969) An agreement is not legally binding unless the parties intend that each will Agreements accept the lefal consequences for its breach. Choo Tiong Hin v Choo Hock Swee (1959) the plaintiffs promises were not enforceable because the lack of intention to create legal relations. De Cruz Andrea Heidi v Guangzhou Yuzhitang Health Products Co Ltd and Others (2003) -Friend doing a favor even though secret profit or commission is earned. However in Merritt v Merritt (1970) and Wakeling v Ripley The position Court of Appeal found the necessary intention and held that the wife succeeded in her claim for breach of contract. Commercial General presumption = Legal intention Agreements - in that location is necessary intention to create legal relations. Edwards v Skyway Ltd (1964) The court held that Skyways was legally bound. Binding but unenforceable Honour Clauses When parties have expressly stated that their agreement is not to be legally binding. Rose & fr ank Co v J R Crompton &Bros Ltd (1925) Exceptions (not legally binding) garner of comfortableness (pg 17) ( may be binding depending on its terms usually a document supplied by a 3rd party to a creditor indicating a concern to ensure that a debtor meets his obligations to the creditor. Kleinwort Benson Ltd v Malaysian dig Corporation Berhad (1989) Court only found a moral not legal obligation. refer to pg 17) garner of Intent (LOI) (pg 17) A device by which one indicates to another of his intention to enter into a contract with him E. g. a main contractor is prearing a tender and he plans to subcontract some of the work. Privity of Contract (Pg 105) The general rule is that no one, other than a soul who is a party to the contract may be entitled to enforce or be bound by the terms of the contract. Price v Easton (1833) court held that Price could not succeed, as he was not a party to the contract between the debtor and the Easton.Management Corporation S trata Title course of study No 2297 v Seasons Park Ltd (2005) Exceptions (Thai Kenaf Co Ltd v Keck Seng (S) Pte Ltd (1993) power relationship Assignment of choses in action accord of 3 parties Letter of Credit Agreement use to create legal relations Consideration Is it an offer? Define offer Is there any intention? Is it revocation? Via broadcast? Was the offer effectively revoked? Is the agreement legally bind (To place under legalIs Consideration need to be sufficient but not Is it valid acceptance?Communicated obligation by contract)? adequate? tertiary partys conversation? Is the agreement reached in a lineage context? Promissory Estoppel? Talk about the elements, sword Postal raw? (eg. Family, friends) or shelter? Is there any provision of information? Is it (social and domestic) or commercial Is the consideration moved from promisee? Any counter offer? agreement? Is the offeree aware of offer with motive? Is the offer lapse? Notes of Commercial LawContracts (C3, pg 58) Nature of contract - Legal relationship consisting of the right and promises constituting an agreement between the parties that give each party a legal duty to the other and also the right to seek for breach of those duties - Consensus ad idem (meeting of minds) what the parties agree on must be clear and unambiguous and parties must be ad idem. Wellmix Organics (International) Pte Ltd v Lau Yu Man (2006) , T2 Networks Pte Ltd v Nasioncom Sdn Bhd (2008) Types of Contracts Oral contracts Written contract provides evidence of the parties contractual obligations. Forefront Medical Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) Parol evidence rule = oral evidence not admissible to add to, vary, amend or contradict written contract s 93-94 Evidence Act (refer to Terms) Engelin Teh rehearse LLC v Wee Soon Kim Anthony (2004) . Offer (C3, pg 63) As the expression to another of a willingness to be boun d by stated terms. Invitation to treat (pg 64) An invitation to others to enter into a negotiation which may eventually lead to the making of an offer. An ad is view as invitations to treat. Auction without reservations (refer to Barry v Davis (2000) pg 5) (Offer = Bids made by audience, Acceptance = Auctioneer indicates bids accepted) Display of Goods Pharmaceutical Society of Great Britain v Boots interchange Chemists (Southern) Ltd (1952) the court held that the display of goods with prices constitutes an invitation to treat. The offer is only made when a guest selects the item he wants and brings it to the cashier to pay for it. Reaffirmed by Singapore High Court in Chwee Kin Keong & Others v Digilandmall com Pte Ltd (2004) Advertisements An ad is view as invitations to treat. Partridge v Crittenden (1968) Provision of Information Harvey v Facey (1893) The court held that there was no contract because provision of information was not an offer.Stevenson, Jacques & Co v McLean (1880) Seeking for more information is neither a rejection nor acceptance, it was merely an enquiry. * equate between offer and invitation to treat, must prove why choose one over the other Specific Offeree An offer is an expression made by one party to another party. For an offer to be effective, the offer must be communicated to the offeree. Unilateral Contracts A contract brought into existence by the act of one party in response to a conditional promise by another. Harvela Investments Ltd v (involving only one Royal Trust Co of Canada (Cl) Ltd & Ors (1984)No exchange of promise, only 1 promise (made by offeror). side) Offeree makes no promise, only performs conditions attached to offerors promise. Carlill v Carbolic Smoke Ball Co. (1892) Where (pg 63) advert contains a promise in return for an act, an offer is intended. (No general rule that an ad cannot be an offer. Bi-lateral Contracts An agreement where one party makes a promise to the other party. (involving on 2 side There are duties, rights and considerations on both parties. In other words, performance of the conditions is an acceptance of the or both) offer and this acceptance should be notified. Termination of Offer (Pg 75) (5 ways) Withdrawal Law Offer can be withdrawn or revoked by the offeror at any time before it is accepted. (When an offer is withdrawn, the offer is said to be revoked). Overseas Union Insurance Ltd v Turegum Insurance Co (2001) Law Withdrawal must be communicated to offeree (Revocation is only effective when the offeree receives notice of the revocation) Byrne v Van Tienhoven (1880) It was held that the revocation was not effective until it was received by the plaintiff. Since the offer was accepted prior to the revocation, there was a valid contract. Law Revocation of offer can be communicated by a third party (as long as offeree obtains knowledge of the revocation) (must be a reliable and trusty source) Dickinson v Dodds (1876) Law F resh Offer (Revocation can also occer if the offer is replaced by a fresh offer) Ban Paribas v Citibank NA (1989) Law Offer is opened for a fixed period Routledge v fall in (1828) Rationale is that an offeree cannot enforce an offerors promise to keep his offer open unless there is separate contract supported by consideration to do so, such contracts are called options Tay Joo Sing v Ku Yu Sang basically a promise, supported by consideration, to keep an offer open for a specific period of time within which to decide whether or not to enter into the purchase of agreement. Law Unilateral Contracts Abbot v beam (1860), it was held that the offeror cannot withdraw his offer once the offeree has started to act. Dickson Trading(s) Pte Ltd v Transmarco Ltd (1989), obiter dictum, the offeror in a unilateral contract has an obligation not to revoke the offer after the offeree has involved in the performance of the conditions. Lapse of time Acceptance after specific peri od which offeror states that his offer is open = uneffective If the offer is opened for a specified period, a purported acceptance after that period would not be effective since the offer had lapsed. the court may imply that the offeror has specified the period of offer even if he has not done so expressly. Wee Ah Lian v Teo Siak Weng (1992) - however, if it is clear from the offerors conduct and other evidence that the terms of the supposedly lapsed offer continue to govern their relationship after the specified period, then it is still valid and acceptable after the deadline. Panwell Pte Ltd & Anor v Indian Bank (No2) (2002) When no specified period of time is expressed, an offer would lapse after a reasonable amount of time, (depending on the facts of the case). Ramsgate Victoria Hotel Co v Montefiore (1866) the court held that Montefiore could refuse to take up the shares because his offer had lapsed after a reasonable time. Failure of Offer automatically t erminated if condition not met Condition An offer may terminate on the incident of a specified event if the offer is subjected to the condition that it will do. e. g. erminate if goods are damaged before acceptance, subject to the approval of my lawyer Financings Ltd v Stimson (1962) devastation Dickinson v Dodds( if the man who makes an offer dies, the offer cannot be accepted after he is dead. Reynolds v Atherton (1921)( Offeree dies before acceptance, this offer cease to be capable of acceptance. Bradbury v Morgan (1862)( the court held that the death of an offeror did not terminate the offer unless the offeree had notice of the offerors death. 2. Acceptance (C3, pg 67) Indication by the offeree of his consent to the offer and his intention to form a contract based on the exact terms of the offer - Whatever its form, a communication constitutes acceptance only if it is an unconditional expression of assent to the terms of offer.Compaq Computer Asia Pte Ltd v Computer In terface(s) Pte Ltd (2004) - Conditional Acceptance is treated as no acceptance. Struttgart railroad car Pte Ltd v Ng Shwu Yong (2005) - Accepts sellers offer subject to a written contract drafted Thmoas Plaza (Pte) Ltd v Liquidators of Yaohan Departmental Store Singapore Pte Ltd (in liquidation) (2001) - Agreenment shall not be final and binding agreement Cendekia Candranegara Tjiang v Yin Kum Choy & Others (2002) Brogden v Metropolitan Railway Co. 1877) The Court held that the facts and actual conduct of the parties, established the existence of a contract, and there having a clear breach of it, Brogden must be held liable upon it. Law Acceptance of unilateral contract is when all the terms of the contract are fully performed Carlill v Carbolic Smoke Ball Co. (1892) prognosticate Offeree introduces a new term or varies the terms of an offer (original offeror is free to accept or reject the counter offer) Hyde v Wrench Offer (1840) The court held that there was no con tract because Hydes reply was a counter offer which extinguished the earlier offer.When the response is an inquiry or a request of information, it should not be construed as an offer KnowledgeLaw Offeree cannot accept in ignorance of the law of Offer offeree must be aware of the offer Fitch v Snedaker (1868) and R v Clarke (1927) As long as offeree has knowledge of offer, motive is irrelevant. Once the offeree is aware of the offer, it does not matter that he was prompted to act for reasons other than the lust to accept the offer.William v Carwardine (1833) the court held that the plaintiff was entitled to a reward, she had done so with knowledge of the reward even though her motive for prominent the information was her own remorse. Cross-offer Do not constitute to agreement/contract lack of consensus / meeting of minds between parties at the time of making offer. Tinn v Hoffman & Co (1873) CommunicaGeneral Rule Acceptance must be communicated (Acceptance must a ctually be received by the offeror) tion of Acceptance effective when communicated/received by offeror. AcceptancIf in writing, it must be physically received by the offeror, and if orally, heard by the offeror. Acceptance must be unconditional and absolute. e obiter dictum in Entores Ltd v Miles Far East Corporation (1955) and CS Bored Pile System Pte Ltd v Evan Lam &Co Pte Ltd (2006) Powell v Lee (1908) Held that there was no authorized communication of intention to contract on part of the body hence no contract. suppress Silence is only a form of acceptance if both parties agree to it. Silence of the offeree would not constitute a valid acceptance Felthouse v Bindley (1862)held that there was no contract between the two parties. The plaintiff had no right to impose a condition that a sale contract would come into existence if the defendant remained silent. Exemption case Both parties agree that the offeree would have a positive obligation to communication only if he w ished to reject the offer. Albeit rare in practice, silence is properly be construed as acceptance Southern Ocean Shipbuilding Co Pte Ltd v Deutsche Bank AG (1993) and Midlink Development Pte Ltd v The Stansfield Group Pte Ltd (2004) defendants conduct of paying the reduced rent showed that a contact exists. InstantanTime of acceptance is the time at which the acceptance is communicated to the offeror eous Ithe acceptance will take effect when and where it is received, acceptance must be absolute and unconditional Entores v Miles Far East Corp Communica(1955) tions - if got designated info system receipt when e-record entered the designated info system. Emails, Fax, teletype machine - if got designated info system but sent elsewhere then is receipt upon retrieval. - if no designated info system receipt upon entering any info system of addressee. ExceptionThe Postal Rule (ONLY FOR LETTERS OF ACCEPTANCE ) s - Quenerduaine v Cole (1883) telegram means speedy reply not attracted by postal rule.Offeror will claim that it is only valid acceptance when physically received. - Agreement cannot be withdrawn once the post is sent out. Henthorn v Fraser (1892) - Acceptance deemed effective as soon as the letter is posted regardless as to when it reaches the offeror or whether it reaches him at all. Adams v Lindsell (1818) - the court held that the acceptance was communicated and the contract was formed as soon as the plaintiff posted the acceptance letter. Lee Seng Heng v Guardian pledge CO Ltd (1932) Waiver of Communication facts show that the offeror has waived the need for communiation of acceptance when offer made to whole world (unilateral contract anyone can accept) Calill v Carbolic Smoke Ball. ( the doing of the act by the offeree may itself be constructed as acceptance, without requiring established communication to the offeror. Termination of acceptance Once posted, an acceptance cannot be revoked. Wenkheim v Arndt (187 3) 3. Consideration (C4, Pg 85) Two Main Rules on Consideration Must move from promisee but need not move to promisor.Tweedle v Atkinson (1861) Need not be adequate but must be sufficient. Chappell & Co Ltd v Nestle Co Ltd (1960) Is what each party gives to the other as the agree price for the others promise Detriment to one OR Benefit to another But it need not move to the promisor Malayan Banking Bhd v Lauw Wisanggeni A third party who is a crazy to the contract may benefit from the contract although he may not enforce it. Need not be adequate but must be sufficient Law will not interfere with parties contract so long as consideration is of some value in the eyes of the law. In order for a promise to be enforceable in court, consideration must first be given (exchange of promises would be sufficient consideration) Dunlop v Selfridge (1915) Past Consideration is Refers to an act performed prior to and to that uttermost independent of, the promises being exchanged (act p erformed without the not valid reciprocal promise in mind). Past consideration is no consideration The court held that the promise was made after the transaction had already been concluded and therefore past consideration.Roscorla v Thomas (1842) and Teo Song Kwang (alias Richard) v Gnau Lye Chan and Another (2006) To become kill consideration Pao On v Lau Yiu Long (1980) and Sim Tony v Ah Ghee (t/a Phil Real Estate &Building Services) (1995) Act done at promisors request If the promisor has previously asked the other party to provide goods or services, then a promise made after they are provided will be treated as binding. Contract must otherwise be enforceable Done in biz context and it is clearly mum by both sides that it will be paid for then valid.Re Caseyss Patent v Casey (1892) held the request to Casey to manage the patent carried an implied promise to pay for that service, hence it was enforceable. Consideration must moveThe only person who can sue fo r breach of contract must be the party who has given consideration (promise) Tweedle v Atkinson from the promisee (1861) the court held that Tweedle could not enforce the contract between the two fathers because firstly he is not a party of the contract, and secondly, no consideration flowed from him. Consideration need not move to the promisor 3rd party can may benefit although may not enforce it. Malayan Banking Bhd v Lauw Wisanggeni Sufficient, - Law will not inquire to the fairness of consideration, as long as the parties agree to it volitionally Lam Hong Leong Aluminium Need not be Adequate Pte Ltd v Lian Teck Huat Consruction Pte Ltd and Another (2003) Adequacy of - Law does not measure value (once the subject of exchange is recognized in law as suitable consideration, measuring stick is irrelevant) Consideration - Swiss Singapore Overseas Enterprise Pte Ltd v Navalmar UK Ltd (No2) (2003) and Chappell & Co Ltd v Nestle Co Ltd (1960) the consideration includ ed the wrappers even though they were of no value to Nestle. Thomas v Thomas (1842) The court held that the nominal rent was sufficient consideration but the husbands wishes were irrelevant motive is not the same thing as consideration. Sufficiency of A promise not to enforce a Claim is Good Consideration Promise not to sue or enforce a valid claim or settlement of legal action = Consideration sufficient consideration Lam Hong Leong Aluminium Pte Ltd v Lian Teck Huat Consruction Pte Ltd and Another (2003) and Alliance Bank Ltd v Broom (1864) Normally, banks would not promise to enforce debt but is not done here. For not suing, considerations shown ( binding agreement to provide security. Sufficient mildness to sue A promise to forbear from suing or enforcing a valid claim can constitute sufficient or valuable consideration. Alliance Bank Ltd v Broom (1864).K-Rex Finance Ltd v Cheng Chih Cheng (1993) The court talk the words of Cockburn CJ in Callisher v Bischoffsh eim (1870). The same applies to a compromise of a legal action. The req. is that the legal action must be reasonable and not frivolous, that the claimant has an honest belief that in the chance of success of the claim and that the claimant has not concealed from the other party any fact which, to the claimants knowledge, might affect its validity.Miles v New Zealand Alford Estate Co (1886) Performance of The Eurymedon (1975) The flush toilet Council held that even though the defendant was already contractually bound existing contractual to a third party to do so, the defendants act of unloading the ship formed good consideration for the duty to third party contract with the plaintiff. This was also clarified in Pao On v Lau Yiu Long (1980) by the HOL. This was also accepted in the Singapore High Court in SSAB Oxelosund AB v Xendral Trading Pte Ltd (1992). good obligation & Eastwood v Kenyon (1840) The court rejected the plaintiffs view and held that moral obl igation is motives insufficient consideration for a fresh promise. shy(predicate) Vague or insubstantialWhite v Bluett (1853) The court held that Bluetts promise was nothing more than a promise not to poor fish consideration his father. As such it was too vague(fake) and was insufficient consideration for the alleged discharge by his father. Performance of Collins v Godefroy (1831) Performance of an existing public duty is not valid consideration. existing public duty Glassbrook Bros Ltd v Glamorgan City Council (1925)- If the court finds the promisee did something more that required by an existing public duty, then it may be sufficient. Performance of Stilk v Myrick (1809) It was held that there was no consideration for the captains promise because the existing contractual remaining crew did what they were contractually required. Two sailors deserting were within the usual duty emergencies found in such a voyage. However, if it is more than what is contract ually required, that may constitute good consideration Hartley v Ponsonby (1857) and Williams v Roffey Bros (1991) The English Court of Appeal held that as long as the extra payment was not given under duress or fraud, the oral promise was enforceable because the defendant obtained practical benefits from the plaintiffs work. The benefit was that they would not be liable under the main contract for late completion. Rule in Pinnels Case Pinnels case is authority for the hypnotism that payment of a lesser sum without anything extra is not a good consideration. - It would be good consideration provided with a gift (can be anything, even time) is given as the gift might be more beneficial than the money. -But if the person asks me pay lesser, then cannot sue. If I accepted a smaller amount, after that I decided to sue again, CAN Provided no gift Pinnels Case (1602) The part payment of a debt does not discharge the entire debt unless the part payment was made at the request of the creditor and the payment was made earlier, at a different place, or in conjunction with some other valuable consideration.Foakes v Beer (1884) affirmed Pinnels Case the HOL held that Beers promise not to take further action was not supported by consideration. She could claim the money. ( in Euro-Asia Realty Pte Ltd v Mayfair Investment Pte Ltd (2001), District Court in Singapore endorsed the rule in Foakes v Beer and held favor in creditor. Promissory Estoppel is an equitable doctrine whose origin may be traced to Lord Cairns in Hughes v Metropolitan Railway Co (1877). When p. e. is established, the court may enforce a promise condescension the fact that there was no consideration. Central London Property Trust v High Trees House Ltd (1947) Elements (Central London Property Trust v High Trees House Ltd (1947) and D&C Builders v Rees (1966)) 1)Parties must have existing legal relationship 2)Clear and unequivocal promise which affect s the legal relationship 3)Promisee relied upon promise and altered his position 4)Inequitable for the promisor to go back on his promise. Promissory Estoppel Cause of action (For no consideration) When the promisor gives reasonable notice of his intention to revert to the original legal relationship, the original relationship is restored. The effect of p. e. is to suspend promisors rights temporarily.Tool Metal Manufacturing Co Ltd v atomic number 74 Electric Co Ltd (1995) However, the promise could become final and irrevocable if the promisee cannot scoop up his position. Ajayi v R T Briscoe (Nigeria) Ltd (1964) A defensive tool This means that it can only be raised as a shield and not a sword, i. e. a defense against a claim and not to commence a suit.Combe v Combe (1951) (people sue you then can use ) Assoland Construction Pte Ltd v Malayan Credit Properties Pte Ltd (1993) and Lai Yew Tay Pte Ltd v Pilecon Engineering BHd (2002) 4. Intention to Create L egal Relations (Pg 17) The test is whether a reasonable person viewing all the circumstances of the case would consider that the promisor intended his promise to have legal consequences. objective test (objectively ascertained) Social and General presumption = no legal intention Domestic Balfour v Balfour (1919) and Jones v Padavatton (1969) An agreement is not legally binding unless the parties intend that each will Agreements accept the lefal consequences for its breach. Choo Tiong Hin v Choo Hock Swee (1959) the plaintiffs promises were not enforceable because the lack of intention to create legal relations. De Cruz Andrea Heidi v Guangzhou Yuzhitang Health Products Co Ltd and Others (2003) -Friend doing a favor even though secret profit or commission is earned. However in Merritt v Merritt (1970) and Wakeling v Ripley The English Court of Appeal found the necessary intention and held that the wife succeeded in her claim for breach of contract. Commercial General pr esumption = Legal intention Agreements - There is necessary intention to create legal relations. Edwards v Skyway Ltd (1964) The court held that Skyways was legally bound. Binding but unenforceable Honour Clauses When parties have expressly stated that their agreement is not to be legally binding. Rose & straight-from-the-shoulder Co v J R Crompton &Bros Ltd (1925) Exceptions (not legally binding) Letter of foster (pg 17) ( may be binding depending on its terms usually a document supplied by a 3rd party to a creditor indicating a concern to ensure that a debtor meets his obligations to the creditor. Kleinwort Benson Ltd v Malaysian minelaying Corporation Berhad (1989) Court only found a moral not legal obligation. refer to pg 17) Letter of Intent (LOI) (pg 17) A device by which one indicates to another of his intention to enter into a contract with him E. g. a main contractor is prearing a tender and he plans to subcontract some of the work. Privity of Co ntract (Pg 105) The general rule is that no one, other than a person who is a party to the contract may be entitled to enforce or be bound by the terms of the contract. Price v Easton (1833) court held that Price could not succeed, as he was not a party to the contract between the debtor and the Easton.Management Corporation Strata Title platform No 2297 v Seasons Park Ltd (2005) Exceptions (Thai Kenaf Co Ltd v Keck Seng (S) Pte Ltd (1993) execution relationship Assignment of choses in action consent of 3 parties Letter of Credit Agreement Intention to create legal relations Consideration Is it an offer? Define offer Is there any intention? Is it revocation? Via broadcast? Was the offer effectively revoked? Is the agreement legally bind (To place under legalIs Consideration need to be sufficient but not Is it valid acceptance?Communicated obligation by contract)? adequate? third partys conversation? Is the agreement reached in a course context? Promissory Estoppel ? Talk about the elements, sword Postal stark(a)? (eg. Family, friends) or shield? Is there any provision of information? Is it (social and domestic) or commercial Is the consideration moved from promisee? Any counter offer? agreement? Is the offeree aware of offer with motive? Is the offer lapse?