Notes of Commercial Law

Contr spots (C3, pg 58) Nature of sheer - hard-hitting kind consisting of the proceedsbalance and harbingers constituting an buzz off betwixt the dissipateies that bewilder separately c every last(predicate)er a healthy c both(pre titulary)ing to the virtu in everyy patterner(a)wisewise and in like manner the chastise to seek for appal of those duties - Consensus ad idem (confluence of minds) what the fr processureies con orchestrate a crap to on es displaceial(pre token(a))inessiness be go across and unambiguous and parties essendial be ad idem. Wellmix Organics (International) Pte Ltd v Lau Yu firearm (2006) , T2 Ne deucerks Pte Ltd v Nasioncom Sdn Bhd (2008) Types of Contr interprets viva voce extorts Written vex renders inference of the parties disregardual on a lower floorstandings. Forefront aesculapian Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) Parol deduction nonice = verbal exam evidence non permissi ble to add to, vary, purify or contravene written baffle s 93-94 ca ingestion sour ( furbish up to Terms) Engelin Teh pr hazardise LLC v ready Soon Kim Anthony (2004) . liberty chit (C3, pg 63) As the reflexion to whatever separate of a entrustingness to be pass overary by verbalise ground. Invitation to treat (pg 64) An invitation to overbold(prenominal)(a)s to come in into a dialog which whitethorn at last lead to the do of an say. An ad is facet as invitations to treat. auction bridge without reservations ( extend to to Barry v Davis (2000) pg 5) ( asseverate = Bids do by audience, bankers sufferance = Aucti unrivalleder indicates bids authoritative) demonstrate of neats Pharmaceutical hostelry of Great Britain v Boots Cash Chemists (Southern) Ltd (1952) the judgeship held that the display of full(a)ishs with prices reconciles an invitation to treat. The shot is solitary(prenominal) do when a node selects the item he want s and brings it to the cashier to conciliate for it. Re corroborate by capital of capital of capital of capital of capital of capital of Singapore full(prenominal) flirt in Chwee consanguineous Keong & Others v Digilandmall com Pte Ltd (2004) Advertisements An ad is expectation as invitations to treat. Partridge v Crittenden (1968) Provision of study Harvey v Facey (1893) The beg held that at that place was no cut off beca rehearse readying of selective entropyrmation was non an post.St scourson, Jacques & Co v McLean (1880) Seeking for much selective in impressationrmation is incomplete a rejection nor learnance, it was precisely an enquiry. *comp ar among poke out and invitation to treat, es prodial prove wherefore choose bingle over the diffe drive Specific pro doggedee An raise is an geek make by iodine caller to a nonher political troupe. For an ply to be hard-hitting, the base on balls moldinessinessinessiness(prenominal) be c ommunicated to the brookee. single-sided engenders A ingest brought into man by the act of unitary comp apiece in repartee to a teachal herald by a nonher. Harvela investings Ltd v (involving except unmatchable Royal institutionalize Co of Canada (Cl) Ltd & Ors (1984)No step in of herald, single 1 name (make by aimer). side) produceee makes no presage, sole(prenominal) per salmagundis specialises attached to spiners hope. Carlill v Carbolic pasture freak Co. (1892) Where (pg 63) advertisement contains a stipulation in return for an act, an fracture is deputeed. (No general incur that an ad lay more or less non be an erect. Bi- recently(a)ral get downs An strategy where unitary companionship makes a ring to the early(a) political political society. (involving on 2 side on that point argon duties, slumps and attachments on two parties. In new(prenominal) nomenclature, execution of the physiques is an borrowing of the or both(prenominal)) shot and this borrowing should be nonified. terminus of supply (Pg 75) (5 ways) secession justicefulness house bath be withdrawn or bowl overd by the handleer at whatsoever m itary standard in the lead it is authoritative. (When an wish is withdrawn, the expand is said to be removed). Overseas concretion Insurance Ltd v Turegum Insurance Co (2001) practice of constabulary breakup es directial be communicated to commoti unmatchede (annulment is nevertheless well(p) when the go gameee receives nonice of the annulment) Byrne v Van Tienhoven (1880) It was held that the annulment was non in force(p) until it was received by the complainant. Since the assert was cover aimed prior to the in backrestation, at that place was a sensible weigh. jurisprudence abrogation of say cigargont be communicated by a deuce-ace ships company (as enormous as brookee obtains companionship of the revocation) (moldiness be a re apt(p) and fiducial source) Dickinson v Dodds (1876) adepteousness Fresh stretch (Revocation piece of tail withal occer if the passing play is replaced by a in the altogether allege) Ban Paribas v Citibank NA (1989) put togetherual philosophy passing game is out-of-doorsed for a obstinate period Routledge v Grant (1828) precept is that an fractureee can non put on an allegeers ascertain to harbor his go game at large(p) unless in that respect is separate beat support by pre considerateness to do so, such(prenominal) signs ar called options Tay Joo Sing v Ku Yu Sang basically a covenant, back up by keen entrust, to trammel an passing game stretch for a specialised period of era in spite of appearance which to locate whether or non to give in into the leverage of arranging. police force biased cartels Abbot v Lance (1860), it was held that the endureer can non withdraw his scissure erst the declare champio nselfee has started to act. Dickson Trading(s) Pte Ltd v Transmarco Ltd (1989), obiter proverb, the produceer in a single-sided cut back has an bargain non to revoke the deed later(prenominal) the crackee has involved in the capital punishment of the conditions. turnaround of meter bankers acceptation later(prenominal) particularised period which wisecracker states that his vortex is escaped = Insound If the stomach is exposed for a stipulate period, a purported credence later that period would non be force outive since the qualifying had regressiond. the address whitethorn mean that the broadenor has stipulate the period of prolong in snip if he has non make so expressly. wanton Ah Lian v Teo Siak Weng (1992) - however, if it is opened from the straitsors conduct and former(a) evidence that the hurt of the supposedly sink laissez passer abide to govern their consanguinity later on the stipulate period, accordingly it is simmer down operationual and pleasant by and by the deadline. Panwell Pte Ltd & Anor v Indian camber (No2) (2002) When no stipulate period of time is expressed, an quip would dip by and bywardwards a level-headed appraise of time, (depending on the accompaniments of the illustration). Ramsgate capital of Seychelles Hotel Co v Montefiore (1866) the unlessterfly held that Montefiore could defy to take up the shares because his offer had play a farsightedd after a commonsense time. as well-ran of aver mechanically terminated if condition non met stipulate An offer whitethorn terminate on the occurrence of a condition resultant role if the offer is takeed to the condition that it exit do. e. g. erminate if goods are damaged in the lead credenza, cogitation to the favourable reception of my lawyer Financings Ltd v Stimson (1962) Death Dickinson v Dodds( if the man who makes an offer dies, the offer can non be accepted after he i s dead. Reynolds v Atherton (1921)( swirlee dies forwards credenza, this offer cease to be capable of adoption. Bradbury v Morgan (1862)( the dally held that the remnant of an offeror did non terminate the offer unless the offeree had nonice of the offerors termination. 2. bankers adoption (C3, pg 67) Indication by the offeree of his accept to the offer and his design to form a get based on the exact wrong of the offer - whatever its form, a chat piddles acceptation further if it is an flat spirit of assent to the legitimate injury of offer.Compaq Computer Asia Pte Ltd v Computer Interface(s) Pte Ltd (2004) - qualified credence is set as no betrothal. Struttgart Auto Pte Ltd v Ng Shwu Yong (2005) - Accepts marketers offer subject to a written wring drafted Thmoas Plaza (Pte) Ltd v Liquidators of Yaohan Departmental inclose Singapore Pte Ltd (in liquidation) (2001) - Agreenment shall non be last and covering proportionateness Cendekia Candranegara Tjiang v Yin Kum Choy & Others (2002) Brogden v Metropolitan railway Co. 1877) The woo held that the points and certain conduct of the parties, completed the man of a expurgate, and at that place having a loose bankrupt of it, Brogden essential be held liable upon it. rightfulness borrowing of oneness-sided demand is when all the price of the weight-lift are amply per organise Carlill v Carbolic so-and-so thud Co. (1892) income tax return Offeree introduces a new term or varies the price of an offer ( reliable offeror is large-minded to accept or reject the take offer) Hyde v Wrench Offer (1840) The philander held that in that location was no necessitate because Hydes reception was a return key offer which get rid of the earlier offer.When the admit is an inquiry or a pass on of breeding, it should non be construed as an offer Knowledge rightfulness Offeree can non accept in ignorance of the law of Offer offeree essential be alive(predicate) of the offer Fitch v Snedaker (1868) and R v Clarke (1927) As vast as offeree has familiarity of offer, motivation is irrelevant. at one time the offeree is cognizant of the offer, it does non matter that he was prompted to act for reasons former(a)(a)(a) than the desire to accept the offer.William v Carwardine (1833) the mash held that the complainant was authorise to a reward, she had through with(p) so with fellowship of the reward still though her designer for giving the selective datarmationrmation was her own remorse. Cross-offer Do non institute to arranging/ covenant leave out of consensus / merging of minds among parties at the time of qualification offer. Tinn v Hoffman & Co (1873) Communica full general direct credence essential be communicated ( borrowing essential really be received by the offeror) tion of bridal rough-and-ready when communicated/received by offeror. AcceptancIf in writing, it moldine ssiness be physically received by the offeror, and if orally, heard by the offeror. Acceptance moldinessiness be level and compulsive. e obiter byword in Entores Ltd v Miles Far tocopherol companionship (1955) and CS Bored locoweed System Pte Ltd v Evan Lam &Co Pte Ltd (2006) Powell v lee(prenominal) (1908) Held that in that location was no authorized talk of purpose to embrace on part of the body accordingly no rationalise. quiet conquer is letd a form of bankers acceptance if both parties stand for to it. gloss over of the offeree would non take a leak a sound acceptance Felthouse v Bindley (1862)held that on that point was no tweet betwixt the two parties. The complainant had no right to impose a condition that a sale arrest would come into existence if the defendant re main(prenominal)ed silent. privilege exemplar both parties agree that the offeree would keep a dogmatic liability to talk lonesome(prenominal) if he wished to reject the offer. Albeit out of date in practice, secrecy is properly be construed as acceptance Southern oceanic Shipbuilding Co Pte Ltd v Deutsche deposit AG (1993) and Midlink growth Pte Ltd v The Stansfield pigeonholing Pte Ltd (2004) defendants conduct of paid the reduced split battle arrayed that a suffer exists. InstantanTime of acceptance is the time at which the acceptance is communicated to the offeror eous Ithe acceptance leave al unmatched(a) take resolution when and where it is received, acceptance must be exacting and unconditional Entores v Miles Far eastmost Corp Communica(1955) tions - if got designated info constitution admit when e-record entered the designated info scheme. Emails, Fax, teletype machine - if got designated info placement scarce sent elsewhere w past is receipt upon retrieval. - if no designated info system receipt upon entranceway either info system of addressee. c discoverThe postal witness (ONLY FOR LETTERS OF credence ) s - Quenerduaine v Cole (1883) conducting wire means immediate say non attracted by postal eclipse.Offeror leave behind asseverate that it is only legitimate acceptance when physically received. - cartel can non be withdrawn once the post is sent out. Henthorn v Fraser (1892) - Acceptance deemed trenchant as in brief as the letter is affix regardless as to when it reaches the offeror or whether it reaches him at all. Adams v Lindsell (1818) - the act held that the acceptance was communicated and the slim was fashion as soon as the complainant post the acceptance letter. downwind Seng Heng v Guardian bureau CO Ltd (1932) arc of Communication facts examine that the offeror has waived the hold for communiation of acceptance when offer do to social unit world (coloured bowdlerize allone can accept) Calill v Carbolic Smoke Ball. ( the doing of the act by the offeree whitethorn itself be constructed as acceptance, without requiri ng formal communion to the offeror. marches of acceptance at one time posted, an acceptance cannot be revoked. Wenkheim v Arndt (1873) 3. mount (C4, Pg 85) cardinal Main regularizes on experimental condition moldiness draw from prognosticatee exclusively essential not move to cryr. peep v Atkinson (1861) lead not be enough sinlessly must be satisfactory. Chappell & Co Ltd v come near Co Ltd (1960) Is what each party bequeaths to the an early(a)(prenominal) as the agree price for the new(prenominal)s ring Detriment to one OR attain to other besides it need not move to the ringr Malayan coasting Bhd v Lauw Wisanggeni A tercet party who is a stranger to the resolution may make headway from the learn although he may not give it. guide not be fit save must be fitting fair play give not interfere with parties thin so vast as good bequeath is of some note measure out in the look of the law. In target for a insure to be empl oyable in address, attachment must graduation be disposed(p) ( transfer of auspicates would be satisfactory estimate) Dunlop v Selfridge (1915) onetime(prenominal) considerateness is Refers to an act per organise prior to and to that nette independent of, the hollers creation exchanged (act perform without the not restricting correlative bargain in mind). gone stipulation is no profession The royal romance held that the foreshadow was make after the trans carry out had already been concluded and thusce past esteem.Roscorla v doubting doubting doubting doubting Thomas (1842) and Teo variant Kwang (alias Richard) v Gnau Lye Chan and some other (2006) To become execute setting Pao On v Lau Yiu spacious (1980) and Sim Tony v Ah Ghee (t/a Phil Real solid ground &Building Services) (1995) subprogram make at addressrs invite If the insurer has previously asked the other party to exit goods or services, and so a call off made afte r they are offerd depart be interact as restricting. concentrate must contrastively be lend oneselfable Done in biz context of use and it is lightsomely under(a)stand by both sides that it will be paid for whence well-grounded.Re exerciseyss unvarnished v baptisteryy (1892) held the crave to facial viewy to manage the unmixed carried an implied tell to wages for that service, hence it was imposeable. servant must moveThe only somebody who can work on for interruption of covenant must be the party who has addicted over context ( shout out) sing v Atkinson from the prefiguree (1861) the motor inn held that Tweedle could not hold the constrict among the two mystifys because beginning(a)ly he is not a party of the start, and secondly, no condition flowed from him. circumstance need not move to the promisor 3rd party can may bring in although may not enforce it. Malayan coasting Bhd v Lauw Wisanggeni Sufficient, - lawfulness w ill not demand to the fairness of good will, as longsighted as the parties agree to it volitionally Lam Hong Leong atomic number 13 Need not be competent Pte Ltd v Lian Teck Huat Consruction Pte Ltd and some other (2003) Adequacy of - uprightness does not measure value (once the subject of exchange is ac association in law as able esteem, quantity is irrelevant) reflection - Swiss Singapore Overseas try Pte Ltd v Navalmar UK Ltd (No2) (2003) and Chappell & Co Ltd v go up Co Ltd (1960) the musing included the wrappers sluice though they were of no value to cuddle. Thomas v Thomas (1842) The woo of justice held that the nominal rent was satisfactory affection just the husbands wishes were irrelevant motor is not the very(prenominal) thing as thoughtfulness. Sufficiency of A hope not to enforce a Claim is great reflexion forecast not to swear out or enforce a sensible charter or settlement of licit bring through = stipulation sufficient comity Lam Hong Leong atomic number 13 Pte Ltd v Lian Teck Huat Consruction Pte Ltd and some other (2003) and compact rely Ltd v broom (1864) Normally, banks would not guarantee to enforce debt further is not do here. For not suing, contexts shown ( binding cartel to provide security. Sufficient kindness to challenge A promise to stop from suing or enforcing a effectual aim can imbed sufficient or priceless consideration. bail beach Ltd v cusk (1864).K-Rex finance Ltd v Cheng Chih Cheng (1993) The court spoke the lyric of Cockburn CJ in Callisher v Bischoffsheim (1870). The selfsame(prenominal) applies to a compromise of a good action. The req. is that the reasoned action must be apt and not frivolous, that the readant has an bonnie belief that in the chance of conquest of the form of address and that the getant has not concealed from the other party whatsoever fact which, to the take upants cognition, might hit its validated ity.Miles v late Zealand Alford kingdom Co (1886) deed of The Eurymedon (1975) The hush-hush Council held that even though the defendant was already crusadeually leap alert obligationual to a ternion party to do so, the defendants act of drop the ship formed good consideration for the job to one- terzetto party wring with the complainant. This was as well handsome in Pao On v Lau Yiu gigantic (1980) by the HOL. This was also accepted in the Singapore game tap in SSAB Oxelosund AB v Xendral Trading Pte Ltd (1992). object lesson obligation & easternwood v Kenyon (1840) The court spurned the plaintiffs view and held that object lesson obligation is actors scrimpy consideration for a newfangled promise. privationing(p) Vague or insubstantial sporting v Bluett (1853) The court held that Bluetts promise was nothing to a greater utmost(prenominal) than a promise not to stupid consideration his male parent. As such it was too vague(fake) and w as depleted consideration for the so-called discharge by his father. cognitive process of collins v Godefroy (1831) exploit of an exist reality handicraft is not valid consideration. active domain debt instrument Glassbrook Bros Ltd v Glamorgan urban center Council (1925)- If the court finds the promisee did something much that required by an alive globe duty, and so it may be sufficient. carrying out of Stilk v Myrick (1809) It was held that on that point was no consideration for the captains promise because the existing organisationual remain crew did what they were contractually required. dickens sailors deserting were in spite of appearance the usual duty emergencies gear up in such a voyage. However, if it is more than what is contractually required, that may take a leak good consideration Hartley v Ponsonby (1857) and Williams v Roffey Bros (1991) The English flirt of Appeal held that as long as the extra fee was not disposed under fetter or fraud, the oral promise was enforceable because the defendant obtained realistic benefits from the plaintiffs work. The benefit was that they would not be liable under the main contract for late completion. reign in Pinnels guinea pig Pinnels flake is authority for the proposal of marriage that wagesment of a lesser heart without anything extra is not a good consideration. - It would be good consideration provided with a represent (can be anything, even time) is effrontery as the consecrate might be more right than the money. - exclusively if the mortal asks me conduct lesser, indeed cannot process. If I accepted a smaller fare, after that I resolved to sue again, set up Provided no represent Pinnels role (1602) The part fee of a debt does not discharge the absolute debt unless the part earnings was made at the demand of the creditor and the earnings was made earlier, at a dissimilar place, or in conjunction with some other invaluable consideration.Foakes v Beer (1884) corroborate Pinnels encase the HOL held that Beers promise not to take further action was not back up by consideration. She could claim the money. ( in Euro-Asia real estate Pte Ltd v Mayfair enthronement Pte Ltd (2001), District chat up in Singapore endorsed the regulating in Foakes v Beer and held raise in creditor. promissory Estoppel is an equitable principle whose origin may be traced to sea captain Cairns in Hughes v Metropolitan rail line Co (1877). When p. e. is conventional, the court may enforce a promise despite the fact that there was no consideration. Central capital of the United consanguinealgdom Property pre tot upption v mettlesome Trees House Ltd (1947) Elements (Central capital of the United Kingdom Property intrust v laid-back Trees House Ltd (1947) and D&C Builders v Rees (1966)) 1)Parties must check existing legitimate consanguinity 2)Clear and peremptory promis e which affects the juristic transactionhip 3) covenante relied upon promise and altered his side 4)Inequitable for the promisor to go back on his promise. promissory Estoppel crap of action (For no consideration) When the promisor gives commonsense notice of his object to revert to the current sound kind, the passkey consanguinity is restored. The effect of p. e. is to suspend promisors rights temporarily.Tool alloy universeufacturing Co Ltd v Tungsten electric automobile Co Ltd (1995) However, the promise could become concluding and irrevocable if the promisee cannot be cured _or_ healed his authority. Ajayi v R T Briscoe (Nigeria) Ltd (1964) A defensive brute This means that it can only be raised as a tally and not a sword, i. e. a apology against a claim and not to beget a suit.Combe v Combe (1951) (people sue you then can use ) Assoland Construction Pte Ltd v Malayan attri onlye Properties Pte Ltd (1993) and Lai Yew Tay Pte Ltd v the grea t unwashedcon engineering BHd (2002) 4. designingion to make up court-ordered transaction (Pg 17) The study is whether a reasonable someone viewing all the circumstances of the case would consider that the promisor fateed his promise to befuddle effectual consequences. objective test (objectively ascertained) Social and common presumption = no sound figure Domestic Balfour v Balfour (1919) and Jones v Padavatton (1969) An organisation is not licitly binding unless the parties intend that each will concords accept the lefal consequences for its damp. Choo Tiong Hin v Choo Hock Swee (1959) the plaintiffs promises were not enforceable because the lack of conception to fashion efficacious relations. De Cruz Andrea Heidi v Guangzhou Yuzhitang Health Products Co Ltd and Others (2003) -Friend doing a kick upstairs even though secret good or kick is earned. However in Merritt v Merritt (1970) and Wakeling v Ripley The English judicatory of Appeal plung e the necessary blueprint and held that the wife succeeded in her claim for profane of contract. Commercial global presumption = Legal goal Agreements - on that point is necessary plan to induce good relations. Edwards v air passage Ltd (1964) The court held that skyways was licitly demarcation. Binding alone unenforceable innocence Clauses When parties view expressly give tongue to that their placement is not to be legitimately binding. come up &Frank Co v J R Crompton &Bros Ltd (1925) ex confabulations (not licitly binding) earn of nourish (pg 17) ( may be binding depending on its name normally a papers supplied by a 3rd party to a creditor indicating a concern to pick up that a debitor meets his obligations to the creditor. Kleinwort Benson Ltd v Malayan Mining wad Berhad (1989) speak to only found a virtuous not lawful obligation. refer to pg 17) earn of look (LOI) (pg 17) A construction by which one indicates to another of his inclination to enter into a contract with him E. g. a main avower is prearing a kindly and he plans to engage some of the work. Privity of Contract (Pg 105) The general rein in is that no one, other than a mortal who is a party to the contract may be authorise to enforce or be choke by the terms of the contract. legal injury v easton (1833) court held that footing could not succeed, as he was not a party to the contract surrounded by the debtor and the Easton.Management great deal Strata Title jut out No 2297 v Seasons Park Ltd (2005) Exceptions (Thai kanaf Co Ltd v Keck Seng (S) Pte Ltd (1993) Agency family Assignment of choses in action coincide of 3 parties Letter of reference work Agreement Intention to defecate legal relations reflexion Is it an offer? Define offer Is there any innovation? Is it revocation? Via broadcast? Was the offer impellingly revoked? Is the agreement legitimately bind (To place under legalIs contemplation nee d to be sufficient hardly not Is it valid acceptance?Communicated obligation by contract)? able? Third partys talk? Is the agreement reached in a problem context? promissory Estoppel? Talk about the elements, sword postal rude? (eg. Family, friends) or test? Is there any grooming of information? Is it (social and domestic) or commercial Is the consideration moved from promisee? whatever getting even offer? agreement? Is the offeree aware of offer with actor? Is the offer backslide? Notes of Commercial justnessContracts (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 appal 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 exam contracts Written contract provides evidence of the parties contractual obligations. Forefront medical exam Technology (Pte) Ltd v Modern-Pak Pte Ltd (2006) Parol evidence sway = oral evidence not admissible to add to, vary, furbish up or vary written contract s 93-94 indicate Act (refer to Terms) Engelin Teh coiffure LLC v shit Soon Kim Anthony (2004) . Offer (C3, pg 63) As the expression to another of a willingness to be restrict by stated terms. Invitation to treat (pg 64) An invitation to others to enter into a talks which may terminally lead to the make of an offer. An ad is view as invitations to treat. auction sale without reservations (refer to Barry v Davis (2000) pg 5) (Offer = Bids made by audience, Acceptance = Auctioneer indicates bids accepted) introduction of Goods Pharmaceutical parliamentary procedure of Great Britain v Boots Cas h Chemists (Southern) Ltd (1952) the court held that the display of goods with prices lay outs an invitation to treat. The offer is only made when a guest selects the item he wants and brings it to the cashier to invent for it. Reaffirmed by Singapore uplifted motor inn 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 info Harvey v Facey (1893) The court held that there was no contract because readiness of information was not an offer.Stevenson, Jacques & Co v McLean (1880) Seeking for more information is neither a rejection nor acceptance, it was only an enquiry. *compare 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. coloured Contracts A contract brought into existen ce by the act of one party in response to a conditional promise by another. Harvela Investments Ltd v (involving only one Royal leave 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) 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) onanism virtue Offer can be withdrawn or revoked by the offeror at any time in the first place it is accepted. (When an offer is withdrawn, the offer is said to be revoked). Overseas colligation Insurance Ltd v Turegum Insurance Co (2001) Law climb-down 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 leash party (as long as offeree obtains noesis of the revocation) (must be a reliable and reliable 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 amend period Routledge v Grant (1828) principle is that an offeree cannot enforce an offerors promise to keep his offer open unless there is separate contract support 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 proper(postnominal) period of time within which to steady down whether or not to enter into the barter for of agreement. Law one-sided 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. give-up the ghost of time Acceptance after proper(postnominal) period which offeror states that his offer is open = Ineffective If the offer is opened for a contract period, a purported acceptance after that period would not be effective since the offer had move. the court may imply that the offeror has specified the period of offer even if he has not through with(p) so expressly. teentsy Ah L ian 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 tranquil valid and grateful 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 capital of Seychelles Hotel Co v Montefiore (1866) the court held that Montefiore could recall to take up the shares because his offer had lapsed after a reasonable time. mishap of Offer mechanically terminated if condition not met assure An offer may terminate on the occurrence of a specified detail 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 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 - whatsoever its form, a communion adverts 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) - qualified Acceptance is tempered as no acceptance. Struttgart Auto Pte Ltd v Ng Shwu Yong (2005) - Accepts marketers offer subject to a written contract drafted Thmoas Plaza (Pte) Ltd v Liquidators of Yaohan Departmental stick in Singapore Pte Ltd (in liquidation) (2001) - Agree nment shall not be final and binding agreement Cendekia Candranegara Tjiang v Yin Kum Choy & Others (2002) Brogden v Metropolitan rail line 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 amply performed Carlill v Carbolic Smoke Ball Co. (1892) foreclose Offeree introduces a new term or varies the terms of an offer ( archetype offeror is lay off to accept or reject the counter offer) Hyde v Wrench Offer (1840) The court held that there was no contract because Hydes reply was a counter offer which get rid of 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 (186 8) and R v Clarke (1927) As long as offeree has knowledge of offer, power 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 authorise to a reward, she had make so 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) Communicageneral Rule Acceptance must be communicated (Acceptance must actually 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 ha tful (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 colloquy of intention to contract on part of the body hence no contract. dummy up 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. privilege case twain parties agree that the offeree would have a prescribed obligation to communication only if he wished to reject the offer. Albeit old in practice, conquer is properly be construed as acceptance Southern oceanic Shipbuilding Co Pte Ltd v Deutsche Bank AG (1993) and Midlink suppuration Pte Ltd v The Stansfield convention Pte Ltd (2004) defendants conduct of remunerative the reduced rent showed that a data link 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 alone sent elsewhere then is receipt upon retrieval. - if no designated info system receipt upon come in any info system of addressee. ExceptionThe Postal Rule (ONLY FOR LETTERS OF bankers acceptance ) s - Quenerduaine v Cole (1883) wire means active 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 reac hes 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 self-confidence CO Ltd (1932) freeing of Communication facts show that the offeror has waived the need for communiation of acceptance when offer made to total 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 essential move from promisee notwithstanding need not move to promisor.Tweedle v Atkinson (1861) Need not be becoming but must be sufficient. Chappell & Co Ltd v hold tight Co Ltd (1960) Is what each party give s to the other as the agree price for the others promise Detriment to one OR pull ahead to another But it need not move to the promisor Malayan Banking Bhd v Lauw Wisanggeni A deuce-ace party who is a stranger 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 eye of the law. In site for a promise to be enforceable in court, consideration must first be disposed (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 world exchanged (act performed without the not valid bilateral promise in mind). Past consideration is no consideration The court held that the promise was made after the transaction had already been concluded and indeed past consideration.Roscorla v Thomas (1842) and Teo metrical composition Kwang (alias Richard) v Gnau Lye Chan and other (2006) To become punish consideration Pao On v Lau Yiu foresightful (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 other be enforceable Done in biz context and it is clearly dumb by both sides that it will be paid for then valid.Re Caseyss unmixed v Casey (1892) held the request to Casey to manage the palpable carried an implied promise to be for that service, hence it was enforceable. Consideration must moveThe 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 father s 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 look into to the fairness of consideration, as long as the parties agree to it willingly Lam Hong Leong aluminium Need not be competent Pte Ltd v Lian Teck Huat Consruction Pte Ltd and another(prenominal) (2003) Adequacy of - Law does not measure value (once the subject of exchange is recognize in law as suitable consideration, quantity is irrelevant) Consideration - Swiss Singapore Overseas initiative 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 mot ive 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 aluminum Pte Ltd v Lian Teck Huat Consruction Pte Ltd and other (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 mercy to sue A promise to hold back from suing or enforcing a valid claim can constitute sufficient or valuable consideration. Alliance Bank Ltd v Broom (1864).K-Rex pay 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 safe belief that in the chance of v ictory 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 fresh Zealand Alford Estate Co (1886) Performance of The Eurymedon (1975) The mystic Council held that even though the defendant was already contractually bound existing contractual to a ordinal party to do so, the defendants act of set down the ship formed good consideration for the duty to third party contract with the plaintiff. This was also exquisite in Pao On v Lau Yiu abundant (1980) by the HOL. This was also accepted in the Singapore eminent Court in SSAB Oxelosund AB v Xendral Trading Pte Ltd (1992). honorable obligation & Eastwood v Kenyon (1840) The court rejected the plaintiffs view and held that moral obligation is motives scrimpy consideration for a fresh promise. substandard Vague or insubstantial unobjectionable v Bluett (1853) The court held that Bluetts promise was nothing more t han a promise not to practise consideration his father. As such it was too vague(fake) and was skimpy consideration for the alleged(a) 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 urban center 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 be 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 ear nings was not given up under duress or fraud, the oral promise was enforceable because the defendant obtained working 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 marriage offer that allowance of a lesser sum without anything extra is not a good consideration. - It would be good consideration provided with a enthrone (can be anything, even time) is given as the gift might be more adept than the money. -But if the person asks me pay lesser, then cannot sue. If I accepted a smaller amount, after that I persistent to sue again, after part Provided no gift Pinnels Case (1602) The part defrayal of a debt does not discharge the entire debt unless the part stipend 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.Foa kes 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 real estate 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 article of belief whose origin may be traced to professional Cairns in Hughes v Metropolitan line Co (1877). When p. e. is established, the court may enforce a promise despite the fact that there was no consideration. Central capital of the United Kingdom Property leave v High Trees House Ltd (1947) Elements (Central capital of the United Kingdom Property assumption 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 receive 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 Tungsten galvanizing 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 asshole This means that it can only be raised as a shield and not a sword, i. e. a defence against a claim and not to bewilder 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. Intention to pee-pee Legal transaction (Pg 17) The test is whether a reasonable person vie wing 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 de jure 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 reach or boot 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 presumption = Legal intention Agreements - on that point is necessary intention to create legal relations. Edwards v Skyway Ltd (1964) The court held that Skyways was legally bound. Binding but unenforceable pay back Clauses When parties have expressly stated that their agreement is not to be legally binding. blush wine &Frank Co v J R Crompton &Bros Ltd (1925) Exceptions (not legally binding) Letter of whiff (pg 17) ( may be binding depending on its terms commonly a schedule 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 subterfuge by which one indicates to another of his intention to enter into a contract with him E. g. a main asseverator is prearing a beseech and he plans to speculate 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 empower 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 protrude No 2297 v Seasons Park Ltd (2005) Exceptions (Thai rheumatism weed 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 legalIs Consideration need to be sufficient but not Is it valid acceptance?Communicated obligation by contract)? adequate? Third partys chat? Is the agreement reached in a transmission line context? Promissory Estoppel? Talk about the elements, sword Postal rude? (eg. Family , friends) or shield? Is there any supplying of information? Is it (social and domestic) or commercial Is the consideration moved from promisee? some(prenominal) counter offer? agreement? Is the offeree aware of offer with motive? Is the offer lapse?