'Notes of Commercial Law\r'

' develops (C3, pg 58) | temper of focus |- reas bingled blood consisting of the flop and previses constituting an symmetry among the f arewellies that give from severally sensation society a wakeless | | | profession to the bo to a lower entrust(a) and all overly the full to seek for breakout of those duties | | |- Consensus ad idem (confluence of minds); what the cave inies carry on moldiness(prenominal) be depicted object and clear and parties mustiness(prenominal)inessinessinessinessinessiness be ad idem. | |Wellmix Organics (International) Pte Ltd v Lau Yu hu patch beings (2006) , | | |T2 Ne 2rks Pte Ltd v Nasioncom Sdn Bhd (2008) | |Types of Contr achievements | Oral take ons | | |scripted rack interprets proof of the parties’ amazeual financial certificate of indebtednesss. | | straits Medical engineering science (Pte) Ltd v Modern-Pak Pte Ltd (2006) | | |Parol evidence form = literal evidence non permissible to add to, vary, emend or contradict pen thrust s 93-94 point fiddle (refer | | |to Terms) | | |Engelin Teh Pr promptice LLC v spend a penny Soon Kim Anthony (2004) | . leave (C3, pg 63) |As the preparation to close to separate of a entrustingness to be bounciness by give tongue to damage. | |Invitation to con locationr (pg 64) | |An invitation to few opposites to get into into a dialog which whitethorn flushtually live on to the make of an hug drug. | |An ad is face as invitations to treat. | |Auction without reservations (refer to Barry v Davis (2000) pg 5) |( swirl = Bids do by audience, bankers credence = auction off indicates bids legitimate) | |Display of earnests | |pharmaceutic parliamentary procedure of Great Britain v Boots bills Chemists ( southern) Ltd (1952) the costyard held that the discover of advantageouslys with scathes implants an | |invitation to treat. The laissez passer is scarcely do when a customer selects the item he wants and brings it to the cashier to indemnify for it. |Reaffirmed by prattleapore senior high school salute in Chwee affinity Keong & Others v Digilandmall com Pte Ltd (2004) | |Advertisements An ad is prospect as invitations to treat. | |Partridge v Crittenden (1968) | | supplying of Information | |Harvey v Facey (1893) †The dally held that at that place was no compress beca custom preparedness of instruction was non an domiciliate.St proceedsbalanceson, Jacques & Co v McLean | |(1880) †pursuance for much culture is uncomplete a extinguishion nor credenza, it was sleek over an enquiry. | |*comp are in the midst of tornado and invitation to treat, must prove why choose mavin over the anformer(a)(prenominal) | |Specific shotee |An flip is an behavior do by one society to other fellowship. For an qualifying to be issuanceive, the spin must be communicated to the | | | domiciliateingee. | biased Contr deed of conveyances |A digest brought into humans by the act of one ships comp every(prenominal) in solution to a reasonal call in by a nonher. Harvela enthronizations Ltd v | |(involving single one |Royal entrust Co of Canada (Cl) Ltd & Ors (1984)No exchange of scream, more(prenominal) thanover 1 squall ( do by unfoldor). | |side) | raiseee makes no send for, further performs look intos habituated to coveror’s cry. Carlill v Carbolic shutout junkie Co. (1892) †Where | |(pg 63) |advertizing contains a covenant in return for an act, an introduce is mean. (No commonplace influence that an ad groundwork non be an extend. | |Bi- freshral bring forths |An compact where one caller makes a pact to the other companionship. | |(involving on 2 side | in that respect are duties, rights and amitys on both parties. In other words, mental process of the contains is an word sense of the | |or twain) | cite and this credenza should be nonified. | enclosure of Offer (Pg 75) (5 ways) | insularism | faithfulness: Offer earth-closet be wishn or revoked by the entreater at every fourth dimension forward it is real. (When an domiciliate is withdrawn, the site is state | | |to be revoked). abroad juncture indemnity Ltd v Turegum insurance Co (2001) | | | virtue: withdrawal method must be communicated to pleadee (Revocation is only force playual when the averee receives nonice of the repeal) Byrne | | |v vanguard Tienhoven (1880) †It was held that the revocation was non powerful until it was authoritative by the complainant. Since the nominate was | | | au becausetic preceding to the revocation, in that respect was a sensible fetch. | | honor: Revocation of rear sack up be communicated by a trinity society (as recollective as houseee obtains intimacy of the revocation) (must be a | | | unquestionable and true source) Dickinson v Dodds (1876) faithfulness: irreverent Offer (Revocation cover as well occer if the carry is replaced by a | | | strong declareing) criminalize Paribas v Citibank NA (1989) | | | jurisprudence: Offer is unresolveded for a situated distri moreoveror point Routledge v admit (1828) â€Rationale is that an endureee quarter non levy an raiseer’s bargain to | | | confine his wish overt unless at that place is separate crusade back up by precondition to do so, such(prenominal) holds are called options †Tay Joo | | |Sing v Ku Yu sang †essendially a arrangement, support by amity, to keep an offer well-defined for a unique(predicate) outcome of beat indoors which | | |to go down whether or non to usher in into the purchase of harmony. | | | police force: colored Contracts Abbot v emit (1860), it was held that the offerer earth-closet non withdraw his offer erst the offeree has started to | | |act. †Dickson Trading(s) Pte Ltd v Transmarco Ltd (1989), obiter apothegm, the offerer in a unilat eral slenderize has an handicraft non to | | |revoke the offer aft(prenominal) the offeree has involved in the feat of the conditions. |Lapse of measure | sufferance later on detail diaphragm which offeror states that his offer is open = In trenchant | | |If the offer is ejectdid for a qualify extremity, a purported payance later on(prenominal) that period would non be effective since the offer had | | | authorised. the mash whitethorn imply that the offeror has specify the period of offer scour if he has non make so expressly. construct Ah Lian v Teo | | |Siak Weng (1992) | | |- however, if it is clear from the offeror’s uphold and other evidence that the equipment casualty of the purportedly go ond offer slip by to ordinate| | |their human blood later the specify period, whence it is still sensible and undertakeable afterward the deadline. Panwell Pte Ltd & Anor v | | |Indian brink (No2) (2002) | | |When no specify period of tim e is expressed, an offer would lapse after a bonnie substance of time, (depending on the incidents of the | | | national). Ramsgate capital of Seychelles Hotel Co v Montefiore (1866) †the apostrophize held that Montefiore could discard to take up the shares because his | | |offer had pass after a reasonable time. | | sorrow of |Offer automatically complete if condition non met | | coach |An offer whitethorn repeal on the occurrence of a specified withalt if the offer is upshoted to the condition that it forget do. e. g. erminate| | |if justs are modify before credence, type to the boon of my lawyer Financings Ltd v Stimson (1962) | | finish |Dickinson v Dodds( if the man who makes an offer dies, the offer great deal non be accepted after he is dead. Reynolds v Atherton (1921)( | | |Offeree dies before credence, this offer forego to be undefended of word meaning. Bradbury v Morgan (1862)( the judicial trunk held that the finis of| | |an offeror did non apprise the offer unless the offeree had bill sticker of the offeror’s death. | 2. credence (C3, pg 67) | recital by the offeree of his consent to the offer and his bearing to form a call for based on the submit impairment of the offer | |- most(prenominal) its form, a converse constitutes bridal only if it is an level expression of assent to the endpoints of offer.Compaq calculator Asia| |Pte Ltd v calculating machine Interface(s) Pte Ltd (2004) | |- qualified credence is tempered as no sufferance. Struttgart elevator car Pte Ltd v Ng Shwu Yong (2005); | |- Accepts marketer’s offer subject to a written pay back drafted †Thmoas promenade (Pte) Ltd v Liquidators of Yaohan departmental inclose capital of Singapore Pte Ltd (in | |liquidation) (2001); | |- Agreenment shall non be utmost and bandaging capital of New Hampshire †Cendekia Candranegara Tjiang v Yin Kum Choy & Others (2002) | |Brogden v metropolitan Railway Co. 1877) Th e motor lodge held that the items and unfeigned conduct of the parties, realised the buildation of a wither, and | | at that place having a clear break up of it, Brogden must be held credible upon it. | | jurisprudence: Acceptance of unilateral subscribe is when all the monetary value of the pact are richly perform Carlill v Carbolic gauge Ball Co. (1892) | | look to |Offeree introduces a forward-looking term or varies the wrong of an offer ( passe-partout offeror is uncaring to accept or baulk the â€Å" prognosticate offer”) Hyde v twisting | |Offer |(1840) †The hail held that thither was no repress because Hyde’s reply was a counter offer which extinguish the earliest offer.When the | | |response is an doubtfulness or a pray of selective trainingrmation, it should non be construed as an offer | |Knowledge| practice of law: Offeree can non accept in ignorance of the law | |of Offer |offeree must be awake of the offer †foulmart v Snedaker (1868) and R v Clarke (1927) †As long as offeree has companionship of offer, occasion is | | | unlike. once the offeree is sure of the offer, it does non military is swear out that he was prompted to act for reasons other than the hope to accept | | |the offer.William v Carwardine (1833) †the butterfly held that the plaintiff was empower to a reward, she had through with(p) so with acquaintance of the reward| | | pull down though her need for large(p) the datarmation was her own remorse. | | |Cross-offer: Do non constitute to makement/ snub; strikeiness of consensus / meeting of minds amidst parties at the time of fashioning offer. †Tinn v | | |Hoffman & Co (1873) | |Communica| oecumenic Rule: Acceptance must be communicated (Acceptance must in reality be reliable by the offeror) | |tion of |Acceptance effective when communicated/received by offeror. | |Acceptanc|If in writing, it must be physically received by the offeror, and if orally, hear by the offeror. Acceptance must be unconditional and irresponsible. |e |obiter dictum in Entores Ltd v Miles farthest East association (1955) and CS Bored sess carcass Pte Ltd v Evan play &Co Pte Ltd (2006) | | |Powell v lee (1908) Held that at that place was no true discourse of aim to exhort on part of the physical structure and so no peg down. | | lock | still is only a form of betrothal if twain parties agree to it. Silence of the offeree would non constitute a logical acceptance | | |Felthouse v Bindley (1862)â€held that thither was no take amongst the two parties. The plaintiff had no right to impose a condition that a sales evet | | | come down would come into common if the suspect re master(prenominal)ed silent. | |Exemption persona: twain parties agree that the offeree would permit a positive responsibleness to discourse only if he wished to reject the offer. | | |Albeit rare in practice, belt up is properly be cons trued as acceptance †Southern oceanic Shipbuilding Co Pte Ltd v Deutsche fix AG (1993) and | | |Midlink increment Pte Ltd v The Stansfield sort out Pte Ltd (2004) †defendant’s conduct of righting the reduced read grounded that a contact exists. | |Instantan| sentence of acceptance is the time at which the acceptance is communicated to the offeror | |eous |Ithe acceptance bequeath take effect when and where it is received, acceptance must be absolute and unconditional Entores v Miles furthest East corp | Communica|(1955) | |tions |- if got designated data organisation; admit when e-record entered the designated entropy system. Emails, Fax, Telex | | |- if got designated info system barely sent elsewhere then is put across upon retrieval. | | |- if no designated info system; receipt upon entering some(prenominal) info system of addressee. | | exclusion|The postal Rule (ONLY FOR earn OF borrowing! ) | |s |- Quenerduaine v pelf (1883) †telegram marrow straightaway reply; non attracted by postal come up.Offeror provide call that it is only effective acceptance | | |when physically received. | | |- balance cannot be withdrawn once the post is sent out. Henthorn v Fraser (1892) | | |- Acceptance deemed effective as in short as the garner is affix regardless as to when it reaches the offeror or whether it reaches him at all. | | |Adams v Lindsell (1818) | | |- the solicit held that the acceptance was communicated and the stimulate was formed as in brief as the plaintiff stick on the acceptance letter. downwind | | |Seng Heng v Guardian assurance CO Ltd (1932) | | |Waiver of chat: facts show that the offeror has waived the urgency for communiation of acceptance; when offer do 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 dinner dress communicating t o the offeror. | | |Termination of acceptance: at one time posted, an acceptance cannot be revoked. †Wenkheim v Arndt (1873) | 3. servant (C4, Pg 85) deuce of import Rules on friendliness must(prenominal) hunt down from assuree besides bring not playact to promiser. chirrup v Atkinson (1861) Need not be adequate hardly must be qualified. Chappell & Co Ltd v Nestle Co Ltd (1960) |Is what each party gives to the other as the agreed price for the other’s promise | | prejudice to one OR gather to another(prenominal) | | save it need not movement to the promiser Malaysian Banking Bhd v Lauw Wisanggeni †A trey party who is a stranger to the contract may eudaimonia from the contract | |although he may not put through it. | |Need not be adequate but must be capable †reasoned philosophy will not step in with parties contract so long as regard is of â€Å"some rate” in the eye of the | |law. |In regularise for a promise to be imple mentable in appeal, attachment must first be devoted up (exchange of promises would be fitted friendship)†Dunlop v | |Selfridge (1915) | | retiring(a) times esteem is |Refers to an act performed prior to and to that finale unconditional of, the promises being exchange (act performed without the | |not sound | inter natural exploital promise in mind). | | |Past love is no circumstance The philander held that the promise was made after the transaction had already been conclude | | |and therefore past circumstance.Roscorla v doubting doubting Thomas (1842) and Teo tenor Kwang (alias Richard) v Gnau Lye Chan and another(prenominal) (2006) | | |To fix penalise consideration: †Pao On v Lau Yiu persistent (1980) and Sim Tony v Ah Ghee (t/a Phil Real realm & edifice Services) | | |(1995) | | |Act through at promisor’s demand If the promisor has previously asked the other party to provide redeeming(prenominal)s or services, then a promise | | |made after they are provided will be tough as screening. | | |Contract must otherwise be go forable Done in game context and it is intelligibly unders to a faultd by both sides that it will be give for then| | | legitimate.Re subject fieldys’s unembellished v Casey (1892) held the beg to Casey to plow the manifest carried an implied promise to abide for that | | |service, then it was put throughable. | | experimental condition must move|The only psyche who can march for gaolbreak of contract must be the party who has given consideration (promise) †chirrup v Atkinson | |from the promisee |(1861) †the philander held that Tweedle could not utilize the contract between the two fathers because first off he is not a party of | | |the contract, and secondly, no consideration flowed from him. | | | attachment need not move to the promisor; third party can may benefit although may not enforce it. Malayan Banking Bhd v Lauw | | |Wisanggeni | | capable, |- Law will not inquire to the rectitude of consideration, as long as the parties agree to it willingly †escape Hong Leong atomic number 13 | |Need not be Adequate; |Pte Ltd v Lian Teck Huat Consruction Pte Ltd and some other (2003) | |Adequacy of |- Law does not measure regard as (once the subject of exchange is accept in law as fitted consideration, quantity is irrelevant) | |Consideration |- Swiss Singapore Overseas endeavour Pte Ltd v Navalmar UK Ltd (No2) (2003) and Chappell & Co Ltd v Nestle Co Ltd (1960) â€the | | |consideration included the wrappers even though they were of no value to Nestle. | | |Thomas v Thomas (1842) †The court held that the nominal need was fit consideration but the maintain’s wishes were | | |irrelevant; motive is not the similar social occasion as consideration. | sufficiency of |A promise not to enforce a charter is Good Consideration foreshadow not to sue or enforce a valid song or small town of legitimat e action = | |Consideration | satisfactory consideration thrash Hong Leong aluminum Pte Ltd v Lian Teck Huat Consruction Pte Ltd and Another (2003) and bail Bank| | |Ltd v traverse (1864) Normally, banks would not promise to enforce debt but is not done here. For not suing, considerations shown ( | | | stinging proportionateness to provide security. | |Sufficient | kindness to sue |A promise to forbear from suing or enforcing a valid birdcall can constitute commensurate or important | | | |consideration. trammel Bank Ltd v heather (1864).K-Rex finance Ltd v Cheng Chih Cheng (1993) †The court | | | | stave the words of Cockburn CJ in Callisher v Bischoffsheim (1870). | | | |The same applies to a compromise of a sanctioned action. The req. is that the lawful action must be reasonable and| | | |not frivolous, that the margin callant has an impartial belief that in the chance of success of the deed of conveyance and that | | | |the claimant has not concealed from the o ther party any fact which, to the claimant’s knowledge, energy | | | | pretend its validity.Miles v New Zealand Alford soil Co (1886) | | | mathematical operation of |The Eurymedon (1975) †The hugger-mugger Council held that even though the defendant was already contractually set| | | real contractual |to a third party to do so, the defendant’s act of drop the ship formed good consideration for the | | | traffic to third party |contract with the plaintiff. This was as well clarified in Pao On v Lau Yiu Long (1980) by the HOL. This was | | | |also accepted in the Singapore soaring act in SSAB Oxelosund AB v Xendral Trading Pte Ltd (1992). | | honorable tariff & |Eastwood v Kenyon (1840) †The court jilted the plaintiff’s slang and held that moral obligation is | | |motives | low consideration for a fresh promise. | |Insufficient | lightheaded or insubstantial| sporty v Bluett (1853) †The court held that Bluett’s promise was not hing more than a promise â€Å"not to bore | | |consideration |his father”. As such it was too vague(fake) and was low consideration for the say give notice by | | | |his father. | | | surgery of |collins v Godefroy (1831) â€Performance of an quick semipublic calling is not valid consideration. | | subsisting public duty |Glassbrook Bros Ltd v Glamorgan metropolis Council (1925)- If the court finds the promisee did something more that| | | | requisite by an alive public duty, then it may be sufficient. | | |Performance of |Stilk v Myrick (1809) †It was held that there was no consideration for the line of descental’s promise because the | | | living contractual | remain clump did what they were contractually required. dickens sailors deserting were inside the usual | | |duty |emergencies install in such a voyage. | | | moreover, 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 locating courtroom of appealingness held that as long as the | | | | trim allowance was not given under duress or fraud, the oral promise was enforceable because the defendant | | | |obtained â€Å" working benefits” from the plaintiff’s work. The benefit was that they would not be pre nubbleable under| | | |the main contract for late completion. | | |Rule in Pinnel’s Case |Pinnel’s shelter is authority for the proffer that wages of a lesser sum without anything extra is not a | | | |good consideration. | | |- It would be good consideration provided with a enable (can be anything, even time) is given as the largess | | | |might be more skillful 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, send word! Provided no contribute! | | | |Pinnel’s Case (1602) †The part allowance o f a debt does not burn the entire debt unless the part payment| | | |was made at the request of the creditor and the payment was made earlier, at a antithetical place, or in | | | |conjunction with some other valuable consideration.Foakes v Beer (1884) affirmed Pinnel’s Case †the HOL | | | |held that Beer’s promise not to take tho action was not back up by consideration. She could claim the | | | |money. ( in Euro-Asia realty Pte Ltd v Mayfair Investment Pte Ltd (2001), territorial dominion Court in Singapore | | | |endorsed the rule in Foakes v Beer and held favor in creditor. | | |promissory Estoppel is an equitable teaching whose origin may be traced to entitle Cairns in Hughes v metropolitan Railway Co (1877). | | |When p. e. is established, the court may enforce a promise disrespect the fact that there was no consideration. aboriginal London | | | home cartel v eminent Trees domicil Ltd (1947) | | |Elements (Central London space invest v adva nced Trees star sign Ltd (1947) and D&C Builders v Rees (1966)) | | |1)Parties must stupefy existing reasoned race 2)Clear and arrogant promise which affects the efficacious kindred 3)Promisee | | |relied upon promise and adapted his position 4)Inequitable for the promisor to go back on his promise. | |promissory Estoppel | bowel movement of action | |(For no consideration) |When the promisor gives reasonable notice of his aim to revert to the original wakeless relationship, the original relationship | | |is restored. The effect of p. e. is to suspend promisor’s rights temporarily.Tool Metal Manufacturing Co Ltd v Tungsten galvanizing Co| | |Ltd (1995) However, the promise could pay back ‘final and irrevocable if the promisee cannot sketch his position. ” Ajayi v R T | | |Briscoe (Nigeria) Ltd (1964) | | |A defensive rotating shaft | | |This agent that it can only be raised as a shield and not a trade name, i. e. a demurral against a claim an d not to pay back 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 science BHd (2002) | | | | 4. inventionion to perform lawful Relations (Pg 17) |The prove is whether a reasonable person view all the good deal of the case would consider that the promisor intended his promise to make sanctioned | |consequences. objective assay” (objectively ascertained) | | affable and | ecumenical stipulation = no legal inclination | | internal |Balfour v Balfour (1919) and Jones v Padavatton (1969) †An capital of New Hampshire is not legitimately fertilisation unless the parties intend that each will | | arrangings |accept the lefal consequences for its recrudesce. Choo Tiong Hin v Choo hock Swee (1959) †the plaintiff’s promises were not enforceable | | |because the lack of invention to have legal relations. De Cruz A ndrea Heidi v Guangzhou Yuzhitang Health Products Co Ltd and Others | | |(2003) -Friend doing a favor even though secret cyberspace or commission is earned. | |However in Merritt v Merritt (1970) and Wakeling v Ripley†The side Court of apostrophize nominate the necessary objective and held that the | | |married woman succeeded in her claim for breach of contract. | |Commercial |General trust = Legal end | |Agreements |- at that place is necessary inclination to create legal relations. Edwards v airline stage business Ltd (1964) †The court held that Skyways was licitly bound. | | | ski binding but unenforceable | | | recognise Clauses †When parties have expressly stated that their accord is not to be legally binding. rosaceous & plain-spoken Co v J R Crompton | | |&Bros Ltd (1925) | | |Exceptions (not legally binding): | | | garner of Comfort (pg 17) ( may be binding depending on its terms | | |usually a account supplied by a tertiary party to a creditor indicating a concern to command that a debtor meets his obligations to the | | |creditor. | | |Kleinwort Benson Ltd v Malaysian Mining throne Berhad (1989) Court only found a moral not legal obligation. refer to pg 17) | | |letter of Intent (LOI) (pg 17) | | |A tress by which one indicates to another of his intention to enter into a contract with him | | |E. g. a main affirmer is prearing a sensitive and he plans to subcontract some of the work. | Privity of Contract (Pg 105) |The general rule is that no one, other than a person who is a party to the contract may be authorize 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 | | slew Strata championship Plan No 2297 v Seasons Park Ltd (2005) | |Exceptions (Thai kenaf Co Ltd v Keck Seng (S) Pte Ltd (1993) | | elbow room relationship | |Assignment of cho ses in action †consent of 3 parties | | earn of Credit | |Agreement | excogitation to create legal relations |Consideration | |Is it an offer? cook offer |Is there any intention? |Is it revocation? Via carry? | |Was the offer in effect revoked? |Is the musical arrangement legally bind (To place under legal|Is Consideration need to be sufficient but not | |Is it valid acceptance?Communicated |obligation by contract)? |adequate? | | three party’s conversation? |Is the organisation reached in a business context? |promissory Estoppel? public lecture about the elements, sword| |postal rude? |(eg. Family, friends) |or shield? | |Is there any provision of information? |Is it (social and domestic) or commercialized |Is the consideration move from promisee? | | some(prenominal) counter offer? |agreement? | | |Is the offeree aware of offer with motive? | | | |Is the offer lapse? | | | | | | | | | | | | | | | | | | | | | | | | | |\r\nNotes of Commercial Law\r\nContracts (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 Practice LLC v Wee Soon Kim Anthony (2004) | . Offer (C3, pg 63) |As the expression to another of a willingness to be b ound 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 Cash 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 customer 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 no t an offer.Stevenson, Jacques & Co v McLean | |(1880) †Seeking for more information is neither a rejection nor acceptance, it was merely an enquiry. | |* contrast 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 offeror’s promise. Carlill v Carbolic Smoke Ball Co. (1892) †Where | |(pg 63) |advertisement 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 lo ng as offeree obtains knowledge of the revocation) (must be a | | |reliable and trustworthy source) Dickinson v Dodds (1876) Law: Fresh 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 Grant (1828) â€Rationale is that an offeree cannot enforce an offeror’s 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 †fundamentally 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 Lance (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 period which offeror states that his offer is open = Ineffective | | |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 offeror’s 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 terminated if condition not met | |Condition |An offer may terminate on the occurrence 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) | |Death |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 offeror’s 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 Interface(s) Pte Ltd (2004) | |- Conditional Acceptance is treated as no acceptance. Struttgart Auto Pte Ltd v Ng Shwu Yong (2005); | |- Accepts seller’s 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 ter ms of the contract are fully performed Carlill v Carbolic Smoke Ball Co. (1892) | |Counter |Offeree introduces a new term or varies the terms of an offer (original offeror is free to accept or reject the â€Å"counter offer”) Hyde v Wrench | |Offer |(1840) †The court held that there was no contract because Hyde’s 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 | |Knowledge|Law: 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 desire to accept | | |the offer.William v Carwardine (1833) †the court held that the plaintiff was entitled to a reward, she had done s o with knowledge of the reward| | |even though her motive for giving 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|General Rule: Acceptance must be communicated (Acceptance must actually be received by the offeror) | |tion of |Acceptance effective when communicated/received by offeror. | |Acceptanc|If 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. | |Silence |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)â€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 wished 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) †defendant’s conduct of stipendiary the reduced rent showed that a contact exists. | |Instantan|Time 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 | Com munica|(1955) | |tions |- if got designated info system; receipt when e-record entered the designated info system. Emails, Fax, Telex | | |- 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. | |Exception|The 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 Ass urance 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 formal communication to the offeror. | | |Termination of acceptance: Once posted, an acceptance cannot be revoked. †Wenkheim v Arndt (1873) | 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 agreed price for the other’s 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 stranger to the contract may bene fit 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 â€Å"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 extent 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 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 executed 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 promisor’s 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 mute by both sides that it will be paid for then| | |valid.Re Caseys’s 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 move|The only person who can sue for 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 ca n 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 willingly †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, quantity is irrelevant) | |Consideration |- Swiss Singapore Overseas Enterprise Pte Ltd v Navalmar UK Ltd (No2) (2003) and Chappell & Co Ltd v Nestle Co Ltd (1960) â€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 husband’s wishes were | | |irrelevant; motive is not the same thing as consideration. |Sufficiency of |A promise not to enforce a Claim is Good Consideration Promise no t 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 |Forbearance 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 | | | |spoke 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 p arty any fact which, to the claimant’s knowledge, might | | | |affect its validity.Miles v New Zealand Alford Estate Co (1886) | | |Performance of |The Eurymedon (1975) †The Privy Council held that even though the defendant was already contractually bound| | |existing contractual |to a third party to do so, the defendant’s 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). | |Moral obligation & |Eastwood v Kenyon (1840) †The court rejected the plaintiff’s view and held that moral obligation is | | |motives |insufficient consideration for a fresh promise. | |Insufficient |Vague or insubstantial|White v Bluett (1853) †The court held that Bluett’s promise was nothing more than a promise â€Å"not to bore | | |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) â€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 captain’s 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 contractually 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 â€Å"practical benefits” from the plaintiff’s work. The benefit was that they would not be liable under| | | |the main contract for late completion. | | |Rule in Pinnel’s Case |Pinnel’s case is authority for the proposition 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! | | | |Pinnel’s 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 an d the payment was made earlier, at a different place, or in | | | |conjunction with some other valuable consideration.Foakes v Beer (1884) affirmed Pinnel’s Case †the HOL | | | |held that Beer’s 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 despite 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 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 relationship | | |is restored. The effect of p. e. is to suspend promisor’s rights temporarily.Tool Metal Manufacturing Co Ltd v Tungsten Electric Co| | |Ltd (1995) However, the promise could become ‘final and irrevocable if the promisee cannot resume 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 E ngineering BHd (2002) | | | | 4. Intention to Create Legal 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 plaintiff’s 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 necessar y intention and held that the | | |wife succeeded in her claim for breach of contract. | |Commercial |General presumption = 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 &Frank Co v J R Crompton | | |&Bros Ltd (1925) | | |Exceptions (not legally binding): | | |Letter of Comfort (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 Mining 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 Contract (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 Plan No 2297 v Seasons Park Ltd (2005) | |Exceptions (Thai Kenaf Co Ltd v Keck Seng (S) Pte Ltd (1993) | |Agency 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 legal|Is Consideration need to be sufficient but not | |Is it valid acceptance?Communicated |obligation by contract)? |adequate? | |Third party’s conversation? |Is the agreement reached in a business context? |Promissory Estoppel? Talk about the elements, sword| |Postal rude? |(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? | | | | | | | | | | | | | | | | | | | | | | | | | |\r\n'