KWAME NKRUMAH UNIVERSITY

SCHOOL OF BUSINESS STUDIES

DEPARTMENT OF LAWS

STUDENT ID: 20245229

COURSE NAME: CONTRACT LAW
COURSE CODE: LLB 1941
ASSIGNMENT: ONE
LECTURE NAME: MR IMASIKU
INTRODUCTION

This essay boarders on the salient principle espoused in the doctrine of a contract. However
before diving deep in the doctrine the essay will equally define what a contract is.The Cornell
law school1 has defined a contract as an agreement between private parties creating mutual
obligations enforced by law. However a contract can also be defined as an agreement enforced
by law, made between two or more parties to do or abstain from doing something. The first
requirement for the formation of a contract is that there must be an agreement, according to
Chitty on contracts. This happens when an offer is made and accepted by the other. Bur even
then, the agreement may lack contractual force because it is incomplete or inchoate or invalid. A
valid contract must have in addition to offer and acceptance, consideration, intention to create
legal relation, the parties must have contractual capacity and subject matter of their undertaking
must be legal.

MAINBODY

It is therefore the aim of this essay to identify who is bound to the agreement with Bwalya’s
treat, where she advertised to sell her Toyota worth K47,000. We must know that advertisement
of goods for sale are normally interpreted as invitation to treat. An invitation to treat refers to an
invitation for a party to make an offer to enter into a contractual negotiation, see Partridge v
Crittenden2 where the defendant advertised for sale a number of Bramblefinch cocks and hens
and The issue on appeal was whether the advertisement was properly construed as an offer of
sale or an invitation to treat. The court held that the advertisement was not an offer but an
invitation to treat. On Monday 9AM Masuzyo sees the Toyota but she is late for work, she
telephones Bwalya at 10AM and makes an offer of K45,000, Which Bwalya said she would like
to consider Masuzyo says she will assume Bwalya has accepted , however the offeror can not
impose a contract on the offeree against her wishes deeming that her silence should amount to
1
Through the legal information website
2
[1968]2 ALL ER 421
an acceptance, this was promulgated in the case of Felthouse V Bindley3 where the complainant,
Paul Felthouse, had a conversation with his nephew, John Felthouse, about buying his horse.
After their discussion, the uncle replied by letter stating that if he didn’t hear anymore from his
nephew concerning the horse, he would consider acceptance of the order done and he would own
the horse. His nephew did not reply to this letter and was busy at auctions. The defendant, Mr
Bindley, ran the auctions and the nephew advised him not to sell the horse. However, by accident
he ended up selling the horse to someone else. It was held that there was no contract for the horse
between the complainant and his nephew. There had not been an acceptance of the offer; silence
did not amount to acceptance and an obligation cannot be imposed by another. Any acceptance of
an offer must be communicated clearly. Although the nephew had intended to sell the horse to
the complainant and showed this interest, there was no contract of sale. Thus, the nephew’s
failure to respond to the complainant did not amount to an acceptance of his offer.

Masuzyo made a counter offer to Bwalya where she rejected the original offer and
introduced a new offer on the table .In Hyde v Wrench4, Mr Wrench, offered to sell the farm he
owned to Mr Hyde. He offered to sell the property for £1,200, but this was declined by Mr Hyde.
Mr Wrench decided to write to Mr Hyde with another offer; this time to sell the farm to him for
£1,000. He made it clear that this would be his final offer regarding the property. In response, Mr
Hyde offered £950 for the farm in his letter. The court dismissed the claims and held that there
was no binding contract for the farm between Mr Hyde and Mr Wrench. It was stated that when
a counter offer is made, this supersedes and destroys the original offer. This original offer is no
longer available or on the table. In this case, when Mr Hyde offered £950, he cancelled the
£1,000 offer and could not back track and accept.

At 11AM on Monday, Curtis visits Bwalya’s house but Fenella, Bwalya’s daughter is the only
person there, he therefore leaves a note which says that she should keep the Toyota for him,
Fenella leaves the note on a desk in Bwalya’s study, later in the day at 2:15PM, David sees the
note and within a few minutes, he posted a letter of acceptance and a cheque of K47,000 using a
post-box at the end of the street. Unfortunately David misaddress his letter, but the postal rule
states that acceptance is effective when location is true and accepted once received, however the
3
[1862]11 CBNS 869
4
[1840]3 Beav 334
contract which David acceptance is not valid because the acceptance must be communicated by
the offeror or someone authorized by the offeree. If someone accepts on behalf of the offeree
without authorization, this will not be a valid acceptance, in the case of Powell v Lee 5 A school
advertised a vacancy of head teacher for which the claimant applied and was shortlisted for
interviews. The interviewing committee decided to appoint him but did not officially inform him.
A member of the committee excited by the decision told him that he had been picked for the job.
Later the committee changed its mind and appointed someone else and Powell felt cheated and
sued for breach of contract. Powell argued that there was a contract following his offer of
services to act as a head teacher, which had been accepted by the committee. It was held that the
communication was unauthorised and unofficial and there was no contract in absence of
acceptance.

At 3PM on Monday. Bwalya decides to accept Masuzyo’s offer and posts a letter to
Masuzyo’s business address saying “I agree to sell on your terms, because of the lower price can
you pay in cash” and the general rule is that an offer must be communicated to the offeror. Until
and unless the acceptance is so communicated, no contract comes in existence. See the case of
Lord Denning in Entores v Miles Far East corp6 The complainants, Entores, were a company that
was based in London. They had sent an offer to purchase 100 tons of copper cathodes to the
defendants, Miles Far East Corp. Their company was based in Amsterdam and this offer was
communicated by Telex, a form of instantaneous communication. The Dutch company sent an
acceptance of this offer by Telex to the complainants. When the contract was not fulfilled, the
complainants tried to sue the defendants for damages. The court held that the contract and
damages were to be decided by English law. It was stated that the postal rule did not apply for
instantaneous communications. Since Telex was a form of instant messaging, the normal postal
rule of acceptance would not apply and instead, acceptance would be when the message by Telex
was received. Thus, the contract was created in London. This general principle on acceptance
was held to apply to all forms of instantaneous communication methods. Acceptance via these
forms of communication had to be clear before any contract is created.

5
[1908]99 LT 284
6
[1955]2 ALL ER 493
 At 9:30PM that very Monday. Bwalya reads Curtis’ acceptance and immediately telephones
Masuzyo’s business address, leaving a message on a recorded answering machine saying “ignore
the letter you will receive deal off. Bwalya ” Masuzyo is away on business and only listens to the
recorded message on Wednesday evening . .Once an offer has been accepted, it cannot be
withdrawn. In the case of Centrovincial Estates v Merchant Investors Assurance7, the landlord
who offered to grant tenancy at £65, 000, which the tenant accepted, could not withdraw the
offer merely because he made a mistake and had intended to accept 126,000. It was held that the
revocation was not valid as it had been received after the offer was accepted. There Bwalya can
not terminate the offer.

CONCLUSION

In conclusion according to the above stated cases and general rules, Masuzyo has a legal claim
to the Toyota, while Curtis does not have a legal claim because the acceptance was not done by
the offeror.

7
1983, Com. L.R. 158
REFERENCE
 The Cornell law school through legal information website

 Chitty on contract 32nd Edition

CASES

1. Partridge v Crittenden [1968] ALL ER 421

2. Felthouse v Bindley [1862]11 CBNS 869
3. Hyde v Wrench [1840]3 Beav 334
4. Powell v Lee[1908]99 LT 284
5. Lord Denning in Entores v Miles Far East corp [1955]2 ALL ER 493

6. Centrovincial Estates v Merchant Investors Assurance 1983, Com. L.R. 158

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