QUESTION
Lusaka Foodies Ltd is not performing too well. New agricultural policies have seriously affected the
net turnover. According to the numbers, however, there is a viable chance for it to be revived but there
is much pressure from stakeholders to wrap up the business. Akombelwa is the lead director at Lusaka
Foodies and she decides that in order to help the business, she will contract for the purchase of Dragon
Fruit, an investment which research proves is sure to meet and satisfy demands. On Wednesday 9
August, 2023, she meets Chileshe of Eastern Produce Co. Chileshe offers to sell her entire Dragon
Fruit business for the hefty sum of K115,000,000 and promises to keep that offer open to Sunday 13
August,2023. On Friday 11 August, Chileshe meets with Malungo and they get into a discussion about
opening a mega fruit-bar business. Malungo makes Chileshe an offer to buy her business for a
whopping K510, 000,000 and Chileshe accepts immediately. Meanwhile Akombelwa is at home
contemplating Chilkeshe’s offer. The next morning she heads to the bank and after half a day of
productive meetings here and there, she calls Chileshe to inform her that she has accepted the offer to
buy the business. Chileshe said she received a great offer which shecould not pass on and the business
has already been sold. Akombelwa is perplexed as she knows she had until Sunday to accept. She
comes to your office knowing that you have some basic knowledge of contractual the laws.
Please advise Akombelwa on whether or she can still buy the business.
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For a contract to be legally binding there is a need for the presence of an offer, acceptance,
intention to create legal relations, consideration, capacity and legality of purpose among other
essential elements (Malila & Chungu, 2019). The absence of an important element will result in
any agreement not being an enforceable contract but a mere promise for which remedy is not
provided by the law when a breach of such a promise occurs (Ng’ambi & Chungu, 2021). This
piece of writing aims to bring to light whether there is a legal remedy for a party that was given
an offer for a specified period, in the event the offeror decided to give the offer to a different
individual, before such a given period for acceptance of the offer elapsed.
The law on offer and acceptance consists of many different and connected parts. There are many
different areas that can be considered in each case (Malila & Chungu, 2019). However, the
general rule is that an offer can be revoked at any time before it is accepted. This is true even if
the offeror has promised to keep the offer open for a certain period of time (Lord, 1990). The
important element in this case is acceptance. Provided there is no acceptance, no contract exists
and this mere promise is not enforceable by law.
In the case of Akombelwa, she was not able to buy the Dragon Fruit business because Chileshe's
offer to sell it to her was revoked before she had a chance to accept it. Chileshe was allowed to
revoke her offer even though she had promised to keep it open until Sunday. This is because an
offer can be revoked at any time before it is accepted (Payne v Cave, 1789).
Chileshe had already accepted Malungo's offer before Akombelwa attempted to accept her offer,
this means that Chileshe is no longer in a position to sell the Dragon Fruit business to
Akombelwa. Chileshe's acceptance of Malungo's offer constituted a revocation of her earlier
offer to Akombelwa, and the offer to Akombelwa was no longer open for acceptance.
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Therefore, based on the legal principles and the manner in which the events happened,
Akombelwa cannot purchase the Dragon Fruit business from Chileshe because Chileshe had
already accepted a different offer from Malungo, therefore making the offer to Akombelwa
invalid.
Furthermore, the case of Routledge v. Grant establishes that it is possible for an offeror to revoke
an offer even if it is declared open for a certain period of time, provided that the offer is not
supported by consideration.
Once an offer is made but can still be changed or taken back, it's called a revocable offer. This
means the person making the offer can change their mind and cancel it before the other person
agrees to it (Farnsworth, 2012). This rule is in place to make sure the person making the offer has
the freedom to change their plans if they want to, unless they've specifically said they can't.
This rule also helps the person making the offer to stay in control when there's no official
agreement yet. It acknowledges that when an offer doesn't have something to make it
unchangeable, it's just a way of saying “I'm willing to make an agreement" rather than an actual
agreement being made. (Lord, 1990).
The case of Routledge v. Grant, brings to light that having something to make an offer
unchangeable like a payment or something valuable is important when making a contract that
can be enforced legally (Garner, 2017).
In conclusion the legal reasoning behind the rule that allows revocation of offers before
acceptance is rooted in principles of contractual freedom, fairness, and clarity. It recognizes that,
in the absence of consideration or a specific commitment to keeping an offer open, parties should
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generally have the flexibility to change their minds until both parties reach a clear and binding
agreements therefore, Akombelwa cannot buy the business.
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REFERENCES
Baird, D. G. (2011). Contracts Stories. Foundation Press.
Corbin, A. L. (1952). Corbin on Contracts. West Publishing Company.
Farnsworth, E. A. (2012). Farnsworth on Contracts (5th ed.). Foundation Press.
Garner, B. A. (2017). Contracts: Drafting, Interpreting, and Enforcing (3rd ed.). Aspen
Publishers.
Lord, R. A. (1990). Williston on Contracts (4th ed.). Little, Brown and Company.
Malila, M., & Chungu, C. (2019). The Law of Business Associations in Zambia: An Introduction.
Edited by Kalula, E. and Chungu, C. Juta Limited.
McKendrick, E. (2019). Contract Law (13th ed.). Routledge.
Mwenda, W.S., & Chungu, C. (2021). A Comprehensive Guide to Employment Law in Zambia.
University of Zambia Press.
Ng’ambi, S. P., & Chungu, C. (2021). Contract Law in Zambia: An Introduction. Juta.
Payne v Cave, 1789, 3 TR 148.
Routledge v. Grant (1828) 4 Bing 653; 130 ER 920.
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