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ENGLISH LEGAL SYSTEM

Fisher v Bell literal rule - words must be given their ordinary grammatical meaning
Re Sigsworth golden rule - take the meaning which gives the least absurd result
Gorris v Scot mischief rule - take the meaning which deals with mischief
Powell v Kempton Park Racecourse euisdem generis rule

OFFER
Carlill v Carbolic Smoke Ball offer made to the world at large
Gibson v Manchester City Council invitation to treat
Partridge v Crittenden most adds are not offers
Carlill v Carbolic Smoke Ball "take it or leave it" adverts are offers
Fisher v Bell most shop displays are not offers
Harvey v Facey more statement of selling price in response to a request for information is
not an offer
Harris v Nickerson more statement of intension is not an offer
R v Clarke an offer is not effective unless and until it has been communicated

TERMINATION OF AN OFFER
Routlege v Grant an offer can be revoked even though an offeror has stated he will keep it
open for a certain time
Byrne v Lien van Tienhoven the revocation is not effective until and unless it is communicated to the
offeree
Dickinson v Dodds communication of revocation does not have to be done by offeror, it can be
done by reliable third party
Errington v Errington an offeror may not revoke his offer once the offeree has begun to perform
the act which would if completed amount to acceptance
Hyde v Wrench counter-offer
Stevenson v McLean more request for further information
Ramsgate Victoria Hotel v Montefiore termination of an offer by lapse

ACCEPTANCE
Carlill v Carbolic Smoke Ball acceptance by conduct (no need for communication of acceptance)
Felthouse v Bendley
offeror may not stipulate that the offeree's silence shall be an acceptance
Entores v Miles Far Eastern
acceptance is not effective until and unless it has been communicated
Household Fine Insurance v Grant
the postal rule - acceptance is completed as soon as the letter is posted
Holwell Securities v Hughes offeror states that he must receive an acceptance, therefore postal rule does
not apply
Carlill v Carbolic Smoke Ball executed consideration
Great Northern Railway v Witham tenders - each order forms a separate contrast: stated may require

CONSIDERATION
Re McArdle consideration must not be post
White v Bluett consideration must be valuable (of some monetary value)
Collins v Godefroy a promise to perform an existing statutory duty is no consideration
Glasbrook Bros v Glamorgen CC if do more than existing duty the more is sufficient consideration
Stilk v Myrick a promise to perform an existing contractual duty is no consideration
Hartley v Ponsonby if do more than existing duty the more is sufficient consideration
Williams v Roffey Bros contractual duty is consideration due to practical benefits accrue to
promisor
Chappell v Nestle consideration need not be adequate

PART PAYMENT PROBLEM


Pinnel's case
payment of a smaller sum does not discharge a debt for a greater amount
D & C Builders v Rees accord and satisfaction
Hirachand Punamchand v Temple payment of smaller sum by third party
Central London Property v High Trees equitable doctrine of promissory estoppel

INTENTION TO CREATE LEGAL RELATIONS


Balfour v Balfour social, domestic and family context - not legally binding
Merritt v Merritt SDF context - couple not in amity - legally binding
Simpkins v Pays SDF context - serious joint enterprise - binding
Edwards v Skyways commercial agreements - legal relations intended
Rose & Frank Co v Crompton Bros clause stating: no legal relations were to be created was effective
Jones v Vernon's Pool LTD "binding in honor only"

CONDITIONS, WARRANTIES AND INNOMINATE TERM


Poussard v Spiers breach of condition - damages or discharge or both
Bettini v Gye breach of warranty - damages only
Aearial Advertising v Bachelors Peas breach of inominate terms (see is effect trivial or serious)

EXEMPTION CLAUSES
L'Estrange v Graueob exemption clause incorporated by signature
Curtis v Chemical Cleaning effect of exemption clause misrepresented to other party
Thompson v LMS notice -reasonable steps must be taken to bring the clause to the attention to
the other party
Olley v Marlbborough Court the obtaining of any signature or giving of notice must occur before or at
the time of making the contract - hotel
Thornton v Shoe Lane Parking the obtaining of any signature or giving of notice must occur before or at
the time of making the contract - parking
McCutcheon v David MacBrayne previous dealings - it must be a consistent course of dealings
Hollier v Rambler Motore previous dealings - it must be a consistent course of dealings
Photo productions v Securicor wording must be apt to cover the loss which occurs

DISCHARGE BY PERFORMANCE
Cutter v Powell e.g.. of incomplete performance
Re Moore v Landauer e.g.. of inexact performance
Hoeing v Isaacs doctrine of substantial performance

BREACH OF CONTRACT
Hochster v De La Tour innocent party can "sue now"
White & Carter v McGregor innocent party can "wait and sue later"

REMEDIES FOR BREACH OF CONTRACT


Cellulose Acetate Silk v Widnes Foundry liquidated damages clause is genuine pre-estimated of the expected less on
breach
Hadley v Baxendale some losses are to remote - damages can not be claimed
Victoria Laundry v Newman Industries remoteness of loss
Jarvis v Swan Tours damages can be claimed for loss of enjoyment in special cases - contract is
selling enjoyment
Brace v Cadler measure of damages - the claimant must take reasonable steps to mitigate
his loss
Chaplin v Hicks measure of damages - the court is prepared to evaluate the loss of a chance -
beauty contest
Ruxley Electronics v Forsyth swimming pool - no damages since the cost of rebuilding was out of all
proportion to the benefit to be obtained

DOCRINE OF PRIVITY
Beswick v Beswick
on death most of deceased sights and liabilities automatically pass to his PR
Tweddle v Atkinson only givers of consideration can sue and be sued
INCORPORATION
Salomon v Salomon company is a separate legal entity
Macaura v Nothern Life Insurance company is a separate legal entity
Re Produce Marketing Consortium wrongful trading - minimising potential loss
Kelner v Baxter third party cannot enforce the contract against thw company; the company
cannot once incorporated ratify the contract
Hilton Int v Hilton Tandoori Restaurant compulsory change of name clause
Re German Date coffee Ultra vires
Hickman's case the articles are contract binding the members to the company
Pender v Lushington the articles are contract binding the company to the members
Rayfield v Hands the articles are contract binding the members to the members
Eley's case articles not binding the company to non-members - "solicitor for life"
Re New British Iron oral contract where articles were referenced document
Sidebottom v Kershaw Leese
alteration of articles - not done bona fide for the benefit of the company

CAPITAL
Re Yorkshire Woolcombers 3 characteristics of floating charge

DIRECTORS
Freeman & Lockyer v Buckhurst Park authority of managing director
Bushell v Faith removal of director
IDC v Cooley duty not to profit from position or knowledge as director
Hogg v Crampton duty to use powers for the proper purpose
Clemens v Clemens duty to use powers for the proper purpose
Re Brazilian Rubber Plantation
not need to exhibit in the performance a greater degree of care and skills
that may be expected from person of his knowledge and experience
Re Cardiff Savings Bank
director not bound to give continious attention to the affairs of the company
Dorchester Finance v Stebbing director is not liable for acts of co-directors provided there are no
suspicious circumstances
Percival v Wright duties are owed to the company not to individual shareholders

COMPANY SECRETARY
Panorama Developments v Fidelis entitled to sign contracts of administarative nature
Re Maidstone Buildings authority does not usually extend to making commercial contracts
ENGLISH LEGAL SYSTEM Link Description
Criminal offense to offer a flick knife for sale. Applied the contract law meaning of the
Fisher v Bell Literal rule word knife the defendant was held not gulity.

Adler v George Golden rule In vincinty of also includes within - update; take the meaning which is the least absurd
Contagious disease act provided that animal during transport should be in pens.
Gorris v Scot Mischief rule Claimant's pet was washed overboard. The claim failed
General words mean the same as the specific they follow. Betting prohibited in office,
Powell v Kempton Park Racecourse Eiusdem generis room and other places =>indoor
Claimant claimed to inherit statutory tenancy from his sam-sex partner. The claim was
Mendoza v Ghaian HRA 98 successful on the grounds of HRA 98

OFFER\INVITATION TO TREAT
D add anyone who catches influenza while using smoke ball - 100L. C cought infl. D
Carlill v Carbolic Smoke Ball Offer - person; class of persons; whole world claimed an offer can't be maid to the whole world.
"Cock and hens 25c each". An invitation to treat. Does not state that it would be sold to
Partridge v Crittenden Invitation to treat - advertisements all comers.
Offering a flick knife for sale would be an offense. A shop display is not an offer but a
Fisher v Bell Invitation to treat - shop displays invitation to treat.
Drugs must be offered under pharmacist supervision, they were displayed on shop
Pharmaceutical Soc of GB v Boots Cash Chemists Invitation to treat - shop shelves shelves. Pharmacists was present at cash desk.

Harvey v Facey Invitation to treat - statemnet of selling price Mere statement of selling price in response to a request for information is not an offer
Auction add. Broker turned up to bid for various lots. They were withdrawn. There was
Harris v Nickerson Invitation to treat - statement of intention to sell\auctions no offer but simple invitation to treat

TERMINATION OF AN OFFER
G offered to buy R's horse and stated that the offer stand for 6 weeks. Before that time G
Routlege v Grant Revocation withdrew the offer. He was entitled to do so.
Offer was posted on 1.10.; was accepted on 11.10.; revocation sent on 8.10 but didn't
Byrne v Lien van Tienhoven Revocation - notice reach the party prior to his acceptance. Binding
Offeror agreed to keep an offer open for two days. In the meantime sold the property and
Dickinson v Dodds Revocation - communicated by reliable 3rd party comm that to offeree by a third party. OK
Father offered to transfer the house to his son if he paid the mortgage. After he died
Errington v Errington Revocation - acts which amount acceptance wanted to withdraw. Acceptance started. Nope
W offered to sell farm 100L. H counter offer 950L. W rejects. H "accepts" 100L offer.
Hyde v Wrench Rejection - counter offer effect No longer valid. W was free to reject - he did.
M offered to sell goods to S. S posted a query for delivery times and acceptance. M offer
Stevenson v McLean Rejection - request for furhter details claimed it was a counter offer. NOT

ACCEPTANCE
Buying the smoke ball and consuming it while having influenza accordingly amounted
Carlill v Carbolic Smoke Ball Acceptance by conduct to acceptance of the offer.

Felthouse v Bendley* Acceptance - must be communicated Offeror may not stipulate that the offeree's silence shall be an acceptance
Telex form Amsterdam to London. RULE: tel\fax\telex message received under business
Entores v Miles Far Eastern Acceptance - must be communicated hrs it's comm even if it's read later.out of the b hrs
Grant applied for shares in HFI. HFI accepted by sending share allotment letter. The
Household Fine Insurance v Grant Acceptance - postal rule letter wasn't received. ACCEPTED
Offeror states that he must receive an acceptance, therefore postal rule does not apply!!
Holwell Securities v Hughes* Acceptance - postal rule EXCEPTION TO POSTAL RULE
CONSIDERATION
Is an act or forbearance made on the part of one party to the contract as the price of the
Dunlop Tyre Co v Selfridge & Co Ltd Consideration - definition promise made to him by other party of the con.

Chappell v Nestle* Sufficient consideration

Thomas v Thomas* Sufficient consideration

White v Bluett* Sufficient consideration

Re McArdle Past consideration Husband and wife repaired a house. Such prior action is not deem to support later action.
A witness was promised a payment if he was to testify. No consideration. He was legally
Collins v Godefroy Existing duty - consideration? required. UNLESS he existing d is exceeded..
Glasbrook requested additional police protection. Beyond statutory requirements.
Glasbrook Bros v Glamorgen CC Existing duty - consideration? Consideration.
Captain promised to share wages of the deserted seamen with the rest of the crew. No
Stilk v Myrick* Existing duty - consideration? extra consideration from the crew.
After desertion, extra pay was offered to men in order to remain loyal and do some extra
Hartley v Ponsonby Existing consideration - exceptions work
W agreed to do some carpentry work. Consideration exists whn some benfit of practical
Williams v Roffey Bros Existing consideration - exceptions nature exits for the other party. Extra carpenters

PART PAYMENT PROBLEM


Payment of smaller sum does not discharge the debt of the greater sum. UNLESS: 1.)3rd
Pinnel's case The part payment problem party;2.)all cred.;3.)acc&sat;4.)pr.estoppel
R owned money to DC who was in fin diff. R offered to pay smaller amount or nothing.
D & C Builders v Rees The part payment problem - promissory estoppel DC accepted and later sued. Successful. Unfair.
C let to D. D sub let. C allowed during the WWII half price. C claimed the difference
Central London Property v High Trees The part payment problem - promissory estoppel after the war. Unsuccessful. Promissory estoppel

PRIVITY OF CONTRACT Coal merch sold his estate to his nephew in return for lifetime pension for him and wife.
After death he stopped paying his wife. She sued in personal cap and as admin. She won
Beswick v Beswick Privity of contract as an admin of the property

INTENTION TO CREATE LEGAL RELATIONS


Husband he was to go abroad promised to pay his wife 30L pm for maintenance. He was
Balfour v Balfour Domestic and social agreements not legally bound.
Huband promised to transfer his ownership of the house to wife if she pays the mortgage.
Merritt v Merritt Domestic and social agreements - separated Later refused
Simpkisns, claiming
Pays and herhegrandaughter.
was not bound. Nomade an entry in fashion competition each
The
week. Sharing costs. Pays won. Simpkins claimed 1/3. was entitled as there was clear
Simpkins v Pays Domestic and social agreements - financial arrangements financial arrangement.
Jones fowarded a winning entry. The coupon clealry stated that there will be no rise to
Jones v Vernon's Pool LTD Commercial agreement legal relationship just binding in honour only.
CONDITIONS, WARRANTIES AND INNOMINATE TERM
Terms of the contract must be inserted by one or both parties and they MUST be clear
Scammell v Ouston Terms - must be clear unlike this case.
Agreement between wharf nad shipowner. Ship damged when at low tide. COURT
The Moorcock Terms - express/implied IMPLIED that river bootom is reasonably safe.

Poussard v Spiers Terms - condition Opera singer failed to show up on opening night.

Bettini v Gye Terms - warranty Opera singer failed to show up un rehersals


SOME of the cargo was damaged. The buyer refused the whole shipment. NO. Remedy
The Hansa Nord Terms - innominate terms was damage. Breach was in sufficient.

EXCLUSION CLAUSES
Exemption clause incorporated by signature if the signatory did not read or understand
L'Estrange v Graucob Exclusion clause - incorporation by signature the document.

Curtis v Chemical Cleaning Exclusion clause - incorporation by signature Signature does not incorporate the clause if the term was misrepresented.
Ticket stated that company isn't liable for injuries. T couldn't read. Co took reasonable
Thompson v LMS Railway Exclusion clause - incorporation by notice steps. Claim failed
Notice must be brought to attention prior to making the contract. Notice in the hotel
Olley v Marlbborough Court Exclusion clause - incorporation by notice room. Contract made at reception desk.

Spurling v Bradshaw Exclusion clause - incorporation by previous dealings previous dealings - it must be a consistent course of dealings

Hollier v Rambler Motore Exclusion clause - incorporation by previous dealings 4 deals over 5 year period were not enough to constitute "course of dealings"
Security guard burned down the factory he was guarding. Contract limited his liability
Photo productions v Securicor Exclusion clause - wording must cover the loss for injurious acts and his deafaults.

BREACH OF CONTRACT
Hochester employed by De la Tour in April to start in June; in May no need for his
Hochster v De La Tour Express anticipatory breach\Effects of a breach services; Hochester is entiteled to start proceedings right when the ant.breach occured
D agreed to hire the ship to the C but before the hire period was to commence he sold it
Omnium D'Enterprises v Sutherland Implied anticipatory breach to someone else; C was entiteled to start the proceeding from the date the ship was sold
W&C contracted with McGregor to put adds on litter bins. McGregor asked to cancel.
White & Carter v McGregor Effects of a breach W&C fullfiled their part of the contract and sued afterwards for payment.

REMEDIES FOR BREACH OF CONTRACT


C ownes a mill in which a part broke. D was supposed to transport the part to London.
Hadley v Baxendale Remotness of loss Delay. Mill was unoperable but D didn't know that. He was not liable for loss of profit.
C oredered an extra boiler for the plant. Delay in delivery. Loss of normal profit and
Victoria Laundry v Newman Industries Remotness of loss EXTRA government contracts. D was liable only for the normal profit.
Swimming pool - no damages since the cost of rebuilding was out of all proportion to the
Ruxley Electronics v Forsyth Measure of damages benefit
R to be obtained;
was engaged in a TVonly 2,500L
project. for loss expenses
A incurred of enjoyment.
for preparation. R repudiated the
contract. A was able to recover incurred expenses as they could not find suitabel
Anglia TV v Reed Measure of damages\Reliance damages replacement.
C was employed by a prtnrship for a fixed period. After 5 months the partnership was
resolved and a new one was constitued. He was not willing to work for a new one. Only
Brace v Cadler Measure of damages\Mitigation of loss nominaland
Nelson dmgs.
Warner Bros signed a contract under which she was not allowed to undertake
a FILM WORK or any OHTER OCC. Injunction is granted only for the film work.
Warner Bros Pictures v Nelson Equitable remedies Preventing her to engage in "other occupation" would mean she has to work for Warner
Page One Records v. Britton Equitable remedies
INCORPORATION
Salomon v Salomon company is a separate legal entity
Macaura v Nothern Life Insurance company is a separate legal entity
Re Produce Marketing Consortium wrongful trading - minimising potential loss
third party cannot enforce the contract against thw company; the company cannot once
Kelner v Baxter incorporated ratify the contract
Hilton Int v Hilton Tandoori Restaurant compulsory change of name clause
Re German Date coffee Ultra vires
Hickman's case the articles are contract binding the members to the company
Pender v Lushington the articles are contract binding the company to the members
Rayfield v Hands the articles are contract binding the members to the members
Eley's case articles not binding the company to non-members - "solicitor for life"
Re New British Iron oral contract where articles were referenced document
Sidebottom v Kershaw Leese alteration of articles - not done bona fide for the benefit of the company

CAPITAL
Re Yorkshire Woolcombers 3 characteristics of floating charge

DIRECTORS
Freeman & Lockyer v Buckhurst Park authority of managing director
Bushell v Faith removal of director
IDC v Cooley duty not to profit from position or knowledge as director
Hogg v Crampton duty to use powers for the proper purpose
Clemens v Clemens duty to use powers for the proper purpose
not need to exhibit in the performance a greater degree of care and skills that may be
Re Brazilian Rubber Plantation expected from person of his knowledge and experience
Re Cardiff Savings Bank director not bound to give continious attention to the affairs of the company
director is not liable for acts of co-directors provided there are no suspicious
Dorchester Finance v Stebbing circumstances
Percival v Wright duties are owed to the company not to individual shareholders

COMPANY SECRETARY
Panorama Developments v Fidelis entitled to sign contracts of administarative nature
Re Maidstone Buildings authority does not usually extend to making commercial contracts
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