1 / 26

Law of Contract

Law of Contract. Learning outcomes. Discuss letters of intent Offer may be affected by a counter offer Cite procurement-related examples Privity of contract and how contracts may be affected. Law of contract-issues. Bids, and the formation of contracts. Contract, offer and acceptance

loe
Download Presentation

Law of Contract

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. Law of Contract

  2. Learning outcomes • Discuss letters of intent • Offer may be affected by a counter offer • Cite procurement-related examples • Privity of contract and how contracts may be affected. Procurement Management 642

  3. Law of contract-issues • Bids, and the formation of contracts. • Contract, offer and acceptance • Battle of the forms (paper war) • Letter of intent • Estimates and quotations • Privity of contract. Procurement Management 642

  4. Byrne v Leon Van Tienhoven & Co • Key points • LVT was based in Cardiff and Byrne were in new York. In 1879 it took 10 or so days for a letter to cross the Atlantic ocean • LVT wrote to Byrne on 1 October offering to sell goods subject to acceptance prior to 15 October • Byrne accepted by telegram on 11th and post on 15th • It seems there was a binding contract • Due to price increases LVT had revoked their offer on 8th October by letter (not telegram) • On 20th October Byrne received LVT’s revocation and demanded performance • In Byrne’s view a contract still existed. They had sold on the consignment • LVT maintained there was no contract due to their letter of cancellation Procurement Management 642

  5. LVT held • Byrne was always ready to perform • LVT refused to undertake their part of the contract • Byrne succeeded in its claim against LVT. Procurement Management 642

  6. Questions arising from LVT[1 of 3] • Can an offer be withdrawn prior to acceptance? • An offer can be withdrawn prior to acceptance • The method of withdrawal can lead to problems. Procurement Management 642

  7. Questions arising from LVT[2 of 3] • Is the withdrawal or cancellation of an offer effective from the moment it is done, or from when it is communicated by the offeror to the offeree? • General rule that withdrawal of an offer only effective when communicated to the offeree • The offeree may impose special conditions of communication. Procurement Management 642

  8. Questions arising from LVT[3 of 3] • Does the posting of a letter of withdrawal amount to communication of that withdrawal to the offeree? • When postal communication is the accepted mode of communication a contract is formed from the time the letter is posted • In the example it was found that the postal communication was not sufficient and there should have been actual communication or revocation. Procurement Management 642

  9. Battle of the forms(paper war) • Acceptance that does not exactly reject the offer is known as a counter offer • When work is finally carried out a court may well rule that the last letter prevails. Procurement Management 642

  10. Butler Machine Tool Co Ltd v Ex Cell O Corporation • Key points • Butler quoted a price and delivery conditions. • Contract terms that stated the terms shall prevail over the buyers terms • An order was placed subject to ex cell O’s (ECO) terms and conditions. Eco’s order had a tear off slip that indicated that the supplier accepts the order together with terms and conditions stated • Butler completed and signed the tear off slip and returned it with a covering letter that drew ECO’s attention to their own terms and conditions. Procurement Management 642

  11. Ex Cell O held • Found in favour of Butler. Procurement Management 642

  12. Points arising from Ex Cell O • The judge did not use traditional analysis • Indicated that certain clauses in butler’s quotation appeared very clear and that they should prevail • Appeal judge overturned the first instance decision. Procurement Management 642

  13. Rules for resolving Battle of Forms • In general the party firing the last shot prior to performance of the contract wins the battle • In exceptional circumstances the party firing the first shot may win • In some cases neither one nor two give a satisfactory result • There is a contract and implied mutual terms replace the terms from either party. Procurement Management 642

  14. Letter of Intent (LOI) • Delay associated with the signing of a contract • Contractor may request the proprietor to write a letter of intent • Quantum meruit basis for whatever is done Procurement Management 642

  15. LOI or Instruction to proceed • LOI simply delays the finalising of the contract document • Instruction To Proceed is • conditional acceptance of a tender • counter offer that requires an unconditional acceptance. Procurement Management 642

  16. Turriff Ltd v Regalia Knitting Mills Ltd • Key points • Turriff had tendered for the design and construction of a factory for regalia • Told they were successful and asked for a letter of intent. • "To cover us for the work that we will now be undertaking." • Letter sent stating; “The whole to be subject to agreement on an acceptable contract." • Turriff then carried out the detailed design work necessary to seek planning permission and obtain estimates • Six months later regalia abandoned the project. Procurement Management 642

  17. RKM held • Turriff had made it clear they wanted payment for their preparatory work in any event • There was a contract under which Turriff were to be paid. Procurement Management 642

  18. British Steel Corp v Cleveland Bridge and Engineering • Key points • Negotiations take place before and after the issue of a letter of intent. • The principal requested performance • The works performed but there was no written (formal) contract. Procurement Management 642

  19. CBE held • Letter of intent has no contractual effect • The contractor was entitled to a reasonable sum in restitution. Procurement Management 642

  20. Monk Construction Ltd v Norwich Union Life • Key points • As CBE LOI issued, work completed with no formal contract • LOI covered preliminary work, not the main contract work. Procurement Management 642

  21. NUL held • Main contract work was to be completed on a quantum meruit basis as restitution. Procurement Management 642

  22. Estimates and Quotations • An estimate is an invitation to treat • A quotation is an offer • This distinction is very clear according to law • The distinction often becomes clouded • This point is clearly illustrated by the case of Croshaw v Pritchard. Procurement Management 642

  23. Crowshaw v Pritchard • Key points • Pritchard responded to an architect's invitation to tender in competition for work. • Wrote a letter headed "estimate" which stated: "our estimate to carry out the...Alterations to the above premises according to the drawings and specification amounts to $1230". • Crowshaw’s employer replied, "accepting" this figure. • Pritchard withdraw their "estimate" due to a mistake. • Crowshaw sued for the extra cost involved in having the work done by another contractor. Procurement Management 642

  24. Pritchard held • The defendants (Pritchard) were liable • Notwithstanding their heading (estimate – “guide price”), their letter was an offer. Procurement Management 642

  25. Estimates and Quotations • “Estimate” is commonly used in many industries as a guide price • Consider the facts in Pritchard • The wording of an estimate needs to be very clear to avoid it becoming an offer. Procurement Management 642

  26. Privity of Contract • Parties to a contract have rights and obligations under that contract • No person can sue or be sued on a contract without being a party to it. Procurement Management 642

More Related