Dawson v. Helicopter Exploration Co.
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ISSUES
Was there a valid form of offer and acceptance between the two parties to form a contract?
RATIO
The contract could not be terminated without both parties discharging their complimentary actions for performance
Silence almost does not constitute an abandonment of a contract, but rather you must look at the circumstances of each case
Acceptance must be clear, but here it is not clear, it can be implied from the language and conduct of the parties.
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Felthouse v. Bindley
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ISSUES
Was there a contract between the uncle and the nephew for the sale of the horse to the uncle?
RATIO
Acceptance must be communicated.
Silence is not a mode of acceptance.
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Saint John Tug Boat Co. v. Irving Refinery Ltd.
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ISSUES
Does the defendant’s conduct constitute a continued acceptance of the offer that gave rise to a binding contract?
RATIO
Acceptance may be inferred from conduct, where the offeree knows that an act, undertaken for their benefit, is an act that a reasonable person would expect to pay for
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Eliason v.Henshaw
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ISSUES
Was there acceptance of the offer even though acceptance was communicated to a different place than was requested?
RATIO
The Offeror is the master of the offer and sets out the terms and conditions of the offer that the Offeree must accept.
Any qualification or departure from those terms means that acceptance is not valid.
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LECTURE 3
Acceptance
Livingstone v. Evans
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Issues
Was Evan’s offer of $1,800 still available to be accepted?
Ratio
As an exception to the general rule that a counteroffer destroys the original offer, the court may decide that the original offer is still open on the basis of the language used.
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Butler Machine Tool Co. v. Ex-Cell-O Corp.
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ISSUES
On what terms was the contract agreed?
RATIO
In a “battle of the forms” situation, the general rule is that the “last shot wins”.
Lord Denning introduced a different approach to the traditional “last shot wins” rule. Denning states that Courts should look a the documents as a whole and attempt to reconcile them. If the terms cannot be reconciled, the specific conflicting terms need to be scrapped in favour of terms that are reasonable.
Look at the documents as a whole, if items cannot be reconciled the conflicting terms need to be scarped in favor of terms that are more reasonable
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Tywood Industries Ltd. v. St. Anne-Nackawic Pulp & Paper Co. Ltd.
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ISSUES
Is Tywood bound to the conditions on the reverse side of the purchase order to resolve disputes via arbitration even though they didn’t expressly acknowledge any of those conditions?
RATIO
Where the terms are not mirror images, then attention should be drawn to the terms that they were acting under.
Still consider “Last show wins” though.
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ProCD v. Matthew Zeidenberg and Silken Mountain Web Services, Inc.
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ISSUES
Is there a contract between ProCD and the defendant, such that the defendant must obey the terms of the shrink-wrap license?
RATIO
Offeror may invite acceptance by conduct and may impose limitations on the kind of conduct that constitutes acceptance.
Shrink-wrap licenses are enforceable unless their terms are objectionable to contracts in general (as soon as customer opens wrapping)
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