Contract Formation Acceptance in UK Law

Leading Cases
  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 Jul 1992

    The fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations. It will often make it difficult to submit that the contract is void for vagueness or uncertainty. Specifically, the fact that the transaction is executed makes it easier to imply a term resolving any uncertainty, or, alternatively, it may make it possible to treat a matter not finalised in negotiations as inessential.

    In a case where the transaction was fully performed the argument that there was no evidence upon which the judge could find that a contract was proved is implausible. Thus in Brogden v. Metropolitan Railway, supra, decided in 1877, the House of Lords concluded in a case where the parties had acted in accordance with an unsigned draft agreement for the delivery of consignments of coal that there was a contract on the basis of the draft.

    One must not lose sight of the commercial character of the transaction. It is not a case where there was a continuing stipulation that a contract would only come into existence if a written agreement was concluded. But I am, in any event, satisfied that in this fully executed transaction a contract came into existence during performance even if it cannot be precisely analysed in terms of offer and acceptance.

  • RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH & Company KG
    • Queen's Bench Division (Technology and Construction Court)
    • 16 May 2008

    RTS' primary submission was (i) that the Letter of Intent contract incorporated Quotation J, including RTS' standard terms, (ii) that it did not expire in May 2005, and (iii) that it was never replaced by any new contract. This is consistent with the note to the accounts of RTS' parent for the year ending 31 st December 2006, which records RTS' dispute with Müller “pursuant to a contract entered into during May 2005“.

    After the lapse of the Letter of Intent the parties reached full agreement on the work that was to be done for the price that they had already agreed. It is, as Lord Justice Steyn contemplated, unrealistic to suppose that they did not intend to create legal relations. The natural inference is that their contract was that RTS would carry out the agreed work for the agreed price. It was not essential for them to have agreed the terms and conditions and they did not do so.

  • Maple Leaf Macro Volatility Master Fund v Jacques Rouvroy and Another
    • Queen's Bench Division (Commercial Court)
    • 04 Mar 2009

    Although the formation of contract is conventionally analysed in terms of whether a contractual offer was accepted, the law does not require rigorous compliance with an analysis along these lines. Nor does it require that any particular communication or act must in itself manifest that the party intends to contract: the court will, if appropriate, assess a person's conduct over a period and decide whether its cumulative effect is that he has evinced an intention to make the contract.

  • Apple Corps Ltd v Apple Computer Inc. [ChD]
    • Chancery Division
    • 07 Abr 2004

    On the facts of this particular case, that would coincide with the clearly expressed intentions of the parties that neither wished to give the other an advantage in terms of governing law and jurisdiction, and although introducing the somewhat random element of offer and acceptance into the concept might be said in one sense to coincide with their respective wishes, and although their expressed wishes did not go so far as to encompass the place of contracting, it seems to me that there is a good arguable case for saying that a dual place of contracting coincides rather more closely with the intentions of the parties.

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  • Sale of Goods Act 1979
    • UK Non-devolved
    • 1 de Enero de 1979
    ...... I . Contracts to Which Act Applies Part I . Contracts to Which ... II . Formation of the Contract Part II . Formation of the ...) when he signifies his approval or acceptance to the. seller or does any other act adopting the ......
  • Companies Act 1980
    • UK Non-devolved
    • 1 de Enero de 1980
    ......engaged in the formation of a company, or by a person named. as a director ...discharged; or. . . (ii) there is a contract between the company and. any person pursuant to ...notice of the acceptance or refusal of every offer so. made. . (2) ......
  • Insolvency Act 1985
    • UK Non-devolved
    • 1 de Enero de 1985
    ......or take part in the promotion, formation or management. of any such company; or. .   . ..., while he was administrator, under contracts. entered into or contracts of employment adopted ... .   . ( b . ) that the acceptance of that offer would have required. the dismissal ......
  • Small Business, Enterprise and Employment Act 2015
    • UK Non-devolved
    • 1 de Enero de 2015
    ...... certain restrictive terms of business contracts 1 Power to invalidate certain restrictive terms ... documents) in respect of the formation of a company;. . . (b) the documents or other ... . . (d) duties relating to the acceptance of invoices by electronic means (including a ......
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Books & Journal Articles
  • Post‐Formation Choice Of Law In Contract
    • Núm. 50-2, Marzo 1987
    • The Modern Law Review
    ...... The literature on the problem of formation is voluminous. See, e.g. Jaffey, “Offer and Acceptance and Related Questions in the English Conflict of Laws,” (1975) 24 I.C.L.Q. 603, and Libling, supra note 1, both of ......
  • The Proposed ‘Common European Sales Law’: Legal Framework and the Agreement of the Parties
    • Núm. 75-4, Julio 2012
    • The Modern Law Review
    The European Commission's Proposal for a Regulation on a Common European Sales Law (‘CESL’) seeks to create a European scheme of contract law available for parties to choose to govern cross‐border ...
    ......’) seeks to create a European scheme of contract law av ailable for parties to choose to govern ... pre-contractual information duties, formation of agreement and defects in consent); P art III ... information and on offer and acceptance 46 ), it does not contain any rule governing the ......
  • Judah Benjamin: Marginalized Outsider or Admitted Insider?
    • Núm. 42-1, Marzo 2015
    • Journal of Law and Society
    Judah Benjamin (1811–1884) was one of the greatest of nineteenth‐century lawyers. This article analyses how a young man who might have been marginalized in society because of the circumstances of h...
    ...... a greater understanding of the acceptance of Jewish people in America and the United ...32 Both witnessed Benjamin's marriage contract: Notarial Archives Research Center, New Orleans, ... and legal compromises presented in the formation of this jurisdiction, see V. Palmer, `Two Worlds ......
  • Unacceptable Acceptance?
    • Núm. 42-1, Enero 1979
    • The Modern Law Review
    ...... Jan. 19791 NOTES OF CASES 91 formation becoming known to his client. Of course this is an issue of ... the present author argued that in the law of contracts generally a repudiatory breach operates automatically to bring a ......
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Law Firm Commentaries
  • Contract formation – prescribed mode of acceptance can be waived by conduct
    • JD Supra United Kingdom
    In Reveille Independent LLC v Anotech International (UK) Ltd [2016] EWCA Civ 443 the Court of Appeal ruled that a binding contract can be made by the parties' conduct even when a written 'Deal Memo...
  • Three Little Words: "Subject to Contract"
    • JD Supra United Kingdom
    The recent decision in Newbury v Sun Microsystems [2013] EWHC 2180 (QB) highlighted the issues in ensuring that draft settlement agreements do not bind the parties until the agreements are in final...
  • English Contract Law and Oral Contracts - Your Word May Still Be Your Bond
    • JD Supra United Kingdom
    Verbal contracts have their place in English law - Whether it was American movie mogul Samuel Goldwyn or the Australian/Irish politician Bryan O’Loghlen who first said, ‘A ve...
    ...... terms on the same subject matter, normally through oer and acceptance (Air Studios (Lyndhurst) Limited T/A Entertainment Group v Lombard ......
  • Establishing a contract: subsequent negotiations and inconsistent intentions
    • JD Supra United Kingdom
    When determining whether parties had validly entered into a contract, the Court of Appeal held that it was wrong to disregard subsequent communications which were inconsistent with the existence of...
    ...... forward to receiving Mr Al-Husseiny’s “confirmation of acceptance of [the] offer during the course of Sunday” so that they could “agree ... highlights the holistic way in which a court will consider the formation of a contract, taking into account negotiations before and after an ......
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