Invitation to treatbargaincommercial intentconsiderationAgreement. Meeting of the minds, consensus ad idem.

Mutual intention to enter into bargain each other, hv agreed to terms. OFFER. Intended? Definite? Communicated? Invitation to treat: -Canadian Dyers v Burton, a quote is not an offer, parties must intend to contract -Pharmaceutical Society v Boots, display of goods is an invitation to treat, not an offer to sell Consideration I give you something or deprive myself of something . Ex. Of Invitation to treat: Newspaper ads Unless ad provides terms of limitations, then offer Ad for auction Unless states w/out reserve &items sold to highest bidder, then offer to highest bidder Call for tenders, Unless specific enough & no more negotiation need then (this is determine thru intention of party +acted in binding process) offer. Unilateral: BINDING to those accepting, accept through performance. V puff, ad hyperbole w no intent to bind. Carlill v Carbolic Smoke. Offer to the world, as long as someone performs, terms not vague. Consideration is the inconvenience sustained by one party at request of other Goldthorpe v Logan, guarantees result even if reckless or rash, considerationagreementOFFER: To individual, dont need all terms, acceptance stipulated Or the world, unilateral, accept by performing

Auction: know other bids, Fixed: dont Traditionally unilateral: call for tender invite to treatsubmit bid (offer)bid accepted. Harvela v Royal Trust, obligated to specify the type of offer hes willing to accept Invite to bid, if specific then can be offer if accepting highest bid. R v Ron Engineering leading case,creation of binding process. call for tender +submission +bid acceptance. Creates 2 contracts, A. bound to do work or forfeit deposit and (B). actual work contract, bilateral. C0mmon tendering! MJB Enterprise v Defense Construction, PRIVILEGE clause gives caller flexibility to accept any compliant bid. Business efficace + implied term must be compliant If no privilege clause lowest bid is standard practice If sufficient detail then contract Tendering: law imposes obligations of procedural fairness +aquality on process; fairness, equality, consistence of treatment of tendered bids, compliant tenders v non compliant. ACCEPTANCE Blair v Western Mutual Benefit. Must be communication of offer, not just bare intent of it. Must be clearly directed (not vague). Must be subjective intention to make an offer +communicate the offer, court will determine subjective intention in objective matters. Carwardine v Williams. Motive does not affect acceptance. R v Clarke. Cannot be assent w/out knowledge of offer. Ignorance same as forgetting, snitchvFedeker Butler Machine Tools v Excell, Battle of the forms which offer gets accepted, where is meeting of minds? Rules: traditional: offer + counter offer. officious by-Standing, look at whole and determing.

Tywood inc v St Anne Nackawic. Kaboom! Arbitration clause! Denning: nope. Need notice of 2ndary terms, last shot is last time parties agreed. Livingstone v Evans, counter = rejection of original. Original Cant be accepted now without consent, or court holds on language used. Internet: email, no diff than letter. Shrink wrap, accept when open package, Click, to accept; browse, link to page, agree to cntiue. Pro CD v Zeidenberg. Shrink=wrap, canreturn, acceptance in performance set out by vendor. Modern law says no need for visible terms + conditions, buyer accepts thru conduct, prevents by returning product Dawson v Helicopter, reciprocal obligations, cant stifle/prevent other from fulfilling contract bc u want out. Instinct w obligation, (implied here). Quid pro quo, silence abandonment of contract. Acceptance must be absolute, unequivocal, clear. St John Tugboat v Irving Refinery. Conduct! Acceptance may be inferred by conduct, determined objectively/language Felthouse v Bindley. Silence is not acceptance no clear terms, consent cannot be inferred. Need more than failure to reject offer Elianson v Henshaw. Return by wagon, offer must be accepted in way stipulated if clear that mode of acceptance is essential term. COMMUNICATION OF ACCEPTANCE Household Fire v Grant, POSTAL RULE, (strict here) offer deemed accepted once offer deposited in post, does not aply when notice is requested by offerree Brinkibon ltd v Stahag Stahl, accepted whe was read/receieved, contract formed in place where accepted communicated by offeror.

Auction: Referential price,

Rudder v Microsoft, too bad you never saw terms, forum selection clause apples for all electronic contracts and is enforceable. In order to accept: You must have knowledge, offerer must intend to make offer before there is one; conditional acceptance is not acceptance; silence acceptance. Act can be acceptance, offeror may insist on method of communication; acceptance may be inferred through conduct. Can be accepted oral unless specified. TERMINATION OF AN OFFER REFUSAL REVOCATION TIMELAPSE NONOCCURANCE OF CONDITION DEATH RULE: before offer accepted offeror can revoke, done in a way as to destroy though of being bound RULE2: knowledge of revocation nulls offer, no meeting of minds, EXCEPTION: postal rule, post as an agent, risk therefore cant be revoked. Dickinson v Dodds Cant accept an offer that you know has been revoked Byrne v Van Tien Hoven, postal rule doestn apply to revocation, he didnt get the revoke letter in time. Under assumption deal on. Errington v Errington &Woods. RULE 3: cant revoke unilater if partial performance has begun. Barrick v Clark, nature +character of subject is time sensitive. Offer will lapse after reasonable time. VAGUENESS R v CAE. Govt best effort letter. Is it K?yes . specific enough to show intent. 1. Determine intent. 2. Determine if clear, sufficient enough to show duties. Look to jurisprudence, context, cicrcumstance. Court cannot make a bargain not construed,w ill strive to find a contract if terms can be meaningfully construed. 1.May &Butchek v R.tents, no price, agreement to agree, price is material term needed. Arbitration

clause irrelevant as there is no dispute on K, there is no K! 2.Hillas & CO v Arcos Ltd. Option clause binding once enforced, clear terms, price,description of goods. Language key. Mechanism for determining price there, courts will bias to find K if it is what P + D originally intended. Look @ prior acts of perforrmace bn parters & customs in trade. BUT agreement to agree is not enforceable. 3.Foley v Classique coaches. Petrol promise to buy just from me. K? yes, conduct +performance, of 3 years. Price uncertain, implies reasonable price for the time, is ok . (business efficacy). **incomplete terms enforceable if prior legal obligation **agreement substantially executed +intended to be binding then court will treat as binding All three cases: IF court cannot find mechanism for determining missing terms (k or context) THEN court will look at objective standards, ie industry, prior dealings, customs to determine terms. BUT if not there, and uncertain NO CONTRACK. Courts will not CREATE contract! AGREEMENT TO NEGOTIATE. Agreement to agree is not enforceable bc cannot obligate parties to conclude a contract! Wellington City Council, says sometimes can be thru concensus of essential terms or objective means of sufficient certainty by which terms may be determined. Expressly agreed or Implicit Empress towers v bank of nova scotia. Mechanism to determine price, market rate. In an agreement where terms are to e negotiated in the future, court must imply a term that parties will negotiate in good faith! Towards an agreement and such cannot be unreasonably held. 970811 Ont ltd v Cornwell engineering co. 3 standards to regulate K law: Unconsciability, one party is total self interest, exploitive

Good faith, permits self interest W regard to other party interest Fiduciary, selfless. Mannpar enterprises v Canada. 1 nations K w Crown. Option to renew clause, no K or duty to negotiate, as it implies starting a new negitation, terms cannot be implied. Wellington City council promise to negotiate in good faith, all this means, is promise to try to reach an agreement illusory not binding. Subjective, not same as obligation to negotiate reasonably ANTICIPATION OF FORMALIZATION & CONSIDERATION Baritko investments v Kernel Popcorn!we talked but no K as essential terms missing. Verbal agreements w all material terms is enforceable, not the case here. How do we enforce a promise? -K. if ther is consideration, act of forbearance (promise ther of) promise is given for value, enforceable -Deed. No consideration but formal, enforceable -Estoppels Dalhouse college v Boutilier Estate, cannot turn a voluntary promise (here it was a gift then dude died) into legal bind K w/out consideration. Gift, pledge = bare promise, reliance must be clear, not vague. Brantford general hospital v Marquise estate for court to find consideration must have been agreed upon by the promisor as a condition of or be in return of promisors promise Wood v Lucy, Lady duff Gordon, I market ur designs. K breached. Implied term that he had an obligation to market, this was his consideration. Terms implied for business efficacy. Instinct w obligation? Informally expressed? No writing? THENCourt may infer or imply in writing! PAST CONSIDERATION
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Eastwood v Kenyon, I educated her, u married, pay me. Consideration past and voluntary, not good consideration. A moral obligation does not constitute good consideration. Lambleigh v Braithwait plz petition pardon to king for me? ACT requested by promisor, understood payment will be made. Act done before a promise is made CAN be good conisderaiton where act was requested by the promisor + understood payment will be made Only promise w sufficient consideration will be enforced. Except under seal no consideration but still enforced. Consideration can be forbearance, an act that is consideration in and of itself. Thomas v Thomas, consideration must be of value in eyes of law, moving from promise. Only $1 for rent, not abou value, about you offering to let her stay valuable to law. Callisher v Bischoffsher. B owes $ to C. C says I wont sue if you give me $600, agreed, doesnt give him. Claim is reasonable in itself not vexatious or frivolous, claimant has honest belief they have valid claim+ fair chance of success Not concealed any fact, which to other claimants knowledge might affect the validity of claim Consideration I didnt sue, I had reasonable belief in claim PREEXISTING DUTY, STATUTORY DUTY Ward v Bynham, courts looked for and found consideration in freedom to choose which parent. Denning said unilateral and performance is acceptance. Either way accountable. If requested, existing statutory duty is sufficient consideration. Shadwell v Shadwell, A promises B, B has to give consideration, says I will perform contract w C, a contract already exists w C. A purchases PRIVITY (right to sue). An existing contractual duty of performance owed to one party is good rd consideration to support a contract w 3 party

Pao On v Lau Yiu Long. Introduces novation, the fact that you agree then walk away and engage in new contract is sufficient consideration. This is not novation, look at it from past consideration being valid view. Lord Scarman says. 1. Act promise done at request of promisor, 2. Parties understood promise to be renumerated, 3. Renumeration must hv been legally enforceable Stilk v Myriack sneaky pirate. A promise to perform or performance of a prexisting contractual duty already owed to the contractual promise does nto constitute good consideration to support another promise to the same promise. Gilbert Steel v University. Court holds that you didnt intend to rescind the contract, everything stayed the same but the price, no rescind, no new contract. When varying a contract there must be new consideration Williams v Roffey. Benefit of work done on time, and wont pay damages to owner. Practical benefit to , courts find teat circumstances hv changed enough for new consideration ACCORD AND SATISFACTION Accord: agreement to accept some other promised performance than the one originally contracted fo r after promisor has fully performed on his performance. Satisfaction; is the execution of the promised performance which must be good/valid consideration. Great Airport Authority Inc v NavCan. A promise of a post contractual modification even though not supported by consideration may still be enforced so long as the promise was not procured under economic duress. Navcan not freely given. Airport under duress Pinnels Case. Payment of lesser sum on the day of satisfaction cannot be satisfaction for whole BUT payment of a lesser sum before the day &

acceptance of such may be satisfaction of the whole, or payment of part in diff place. Foakes v Beer. Payment of a lesser sum on or after the date cannot be satisfaction of the whole sume as there is no benefit to the creditor therefor NO CONSIDERATION. Re Selectmove. Tried to argue roffery, this is not about debt therefore cant apply practical benefit in case of old debt. PROMISSORY ESTOPPEL Hughes v Metropolitan Railway. If parties enter a contract after the contract by their own consent enter a negotiation, leading one to think that they right of the party will be enforced or kept in suspense, the person who otherwise would enforce the right, will not be allowed to enforce them where it will be inequitable for the person! If a party in a contractual rtp waivesdeadline and the other relies on the waiver then the party cannot enforce that contractual right, waived were inequitable to do so. Central London v High Trees. A by conduct or words makes promise/assurance to B, intended to affect legal rtp bn parties. Once adopted by B, A cannot go back and revert to previous legal positionwithout notice as if no promise/assurance had been made. TEST COMES FROM HERE: Must have pre-existing duty Suspension of legal rights through promise The promise relies on this to their detriment Promise made in good faith Shield not a sword. In equity, suspension of rights and not full extinguishment can reassert w notice John Burrows v. Subsurface Surveys Indulgences are not promises to which the doctrine of promissory estoppel would apply.For promissory estoppel to apply, there must be a promise by either words or conduct, and its effect must be clear and unambiguous.

D+C Builders ltd v Rees engineering. ll give you 300, take it or leave it. If you want equitable relief u must do equity. Cant ask for due justice w durity hands. Both must be freely given +intended, PE cannot be applicable when extracted by intimidation. Saskatchewan river v Maritime life. Waiver test, the party waiving has to knave full knowledge of rights. 2. Party have to have unequivocal + conscious intention to abandon these rights. (legal doc, informal or conduct) Combe v combe, court establishes reasonable notice +retract, bare promise, cannot be enforced, no reliance, goes against consideration PE cannot be action alone, defence only. Petridis v Shabinsky, estoppels as a sword, u need pre-existing legal duty for PE. Rights waivedfor renewal date court says inadequate to terminate without notice. Robichaud v Caisse Populair, bank agrees to take less than you dont hv to defn for PE! Although this looks like more accord n satisfaction. Waltons stores v Maher. COURT allwed saying we have an informal contract for lease otherwishe M wouldnt hv built, YOcant back out now! Allow PW as sword. Saying would be unconscionable to back out. INTENTION TO CREATE LEGAL RELATIONSHIPS. Balfour v Balfour. Sick wife, wont travel, hubby pays 30 a month, divorce, she wants $30. Court says no intention to create legal rtp, spouse, family not legally bound. There is a presumption in contracts bn family that a contract is not intended to have binding effect.the presumption can be rebutted w appropriate evidence Rose &Frank v JR Crompton. Clause says we dont intend to be bound. Court says, your business ppl, u knew what u were doing and what you wanted. Parties can specifically exempt their agreement

from having legal effect if they use appropriate language to attain their result. Td Bank v Leigh Instruments. U cant sue parent company, shouldve asked for guarantee, td prepared to take risk. Letter of comfort is not guarantee (more weight than motherhood statement) intended for reassurance to the creditor witout parent being legally bound. Royal bank v Kiska. Dissent important here, bro guarantees, no seal, just words. Laskin says words under seal, not interchangeable and just anticipatory formality an cannot substantiate for seal STATUTE OF FRAUDS Impose limits on enforceability of certain important contracts. Historically enacted to prevent fraud. Covers guarantees and disposition of real property or land. Need a memorandum in writing. Containing: Contents, specific parties, material term, property, price Joinder Timing of creation of the memo, signature of the party. Equity can intervene here w application of part performance! dynamic transfer v OK detailing agree in writing, then vender wants out (price of retail rockets). Argues vagueness. Court says no, description enough to satisfy SOF>not vague. Deglman v guarantee trust co. nephew cares for aunt, she dies, no will no house. Court says nephews act to be unequivocal in nature to final sale of home t/4 cant enforce contract. BUT court finds QUANTUM MERIT claim, gives what he deserves $. QM claim based on principle of restitution to avoid unjust enrichment Acts or part performance, unequivocally referable to alleged contract for the sale of land take the

situation outside the application of the statue of frauds. Thompson v Guaranty Trust. Farm is awesome cus u promised me it, now ur dead and they wont give it to me. No other explanation for his conduct but this. Look at Delgman for test: he would not have done it for unequivocal acts of part performance in furtherance of the contract and no other reason!. He gets the farm (against SOF!!) Steadman v Steadman doesnt overrule Thompson, diff perspective is all. Other extreme. Here doesnt require unequivocal act, related to dispossession of property. Lenson v Lenson. 1/10 kids wants house, lives in it and pays low rent. Dad said hed give it to me for 100gs, dad says ya right. Court goes in the middle, says that the acts relied upon must be related in some way w the land. PRIVITY Idea that if someone is not party to a contract the cannot enforce it nor sue to it Provedor v Wood, dad of groom, dad of bride says I will pay groom $20 but doesnt@ here court says theres no privity, provender is the groom Tweedle v Atkinson.we will pay u if u marry, write it in a K. son tries to sue on K, but cant cuz not part of it. plus he couldntve sued his dad if his dad didnt pay, so why father in law. No stranger of the contract can take advantage of the K although made in his belief. Love is not a sufficient consideration. Dunlop v Selfridge. Tires sold to warehouse, then to store. Store doesnt do what tires watns. Dunlop sues for injunction, but has no privity not a party to K bn dew and selfridge. Only parties to K can sue. Beswick v beswick. Uncle sells business if he pays him allowance and then his wife when he dies. Nephew does, tio dies, doesnt pay tia. Does tia hv privity to sue? Not as herself, yes as estate of late

tio. Cant get damages but, can sue for specific performance! PRIVITY IN EMPLOYMENT SUBROGATION. London Drugs v Kuehne & Nagel, et al. employees have a duty of care through tort. Cannot take advantage of limitations of liability act in employersK unless sign to it, Privity not ok for employee seeking protection of employer R employees inc in liability K? ask intention of K to include employees, look at nature of rtp bn ee and er. Is there an identiy of interest, what was commercial practice?

LIMITATIONS TO PRIVITY. Where the limitation clause extends benefits to employees who seek to rely upon the limitation clause, must be acting in course of employment and were performing the services provided for in the K by employer +plaintiff when loss occurred. If NOT look at nature of rtp bn employee and employer, Edgeworth construction v ND lea and associates. K bn bc and EC, bc did not guarantee work of EC (engineers).BC clause only covered province of bc. Court holds that engineers owed an independent duty in tort. The employment exception in London drugs based on intent of the parties, not the status of worker, BC had no intent to hold EC in their K with ND. More difficult to extend benefits of a limitation of liability clause to an individual contractor as it would be more difficult to establish intention. Fraser River v CanDrive Services. Subrogation, right of insurance to sue the bad guy. CD sinks FRs boat, fr s insurance covers, no subrogation clause, try to sue C. C says no, pc of privity doctrine, I am no privy to this K, f contractedto not sue C.