‭1‬

‭OFFER‬
‭ EATURES OF AN OFFER‬
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‭1. An offer may be expressed or implied. sec9‬
‭2. An offer may be specific or general.‬
‭3. An offer must be made with a view to create legal relationship. sec2g‬
‭4.Offer is different from an invitation to offer.‬
‭5. An offer must be freely communicated to the offeree.‬
‭6. The terms of offer must be certain & may include an act or an abstinence‬
‭7. An offer may be conditional, and all special terms & conditions must be communicated‬
‭along with the offer..‬

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‭Proposal, Statement & Invitation to Treat‬

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‭1.‬ ‭Proposal‬‭= Intimation by words or conduct of intention‬‭to enter into a legally binding‬
‭contract, which will be legally binding as soon as offeror accepts by act or‬
‭forbearance.The offeree will be bound by simple acceptance.‬
‭2.‬ ‭Statement‬‭= It's a mere statement of intention and‬‭doesn't require acceptance. It can‬

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‭also be an invitation to make an offer or to do business. It is intended to merely give‬
‭information. (INTIMIATION BY WORDS BUT NO INTENTION FOR A LEGALLY‬
‭BINDING RELTAIONSHIP)‬ Ti
‭3.‬ ‭Invitation to Treat‬‭= When the statement doesn't require‬‭conveying/ communication‬
‭of acceptance. It is not intended to be binding.It is a mere invitation to invite‬
‭proposals which will then be accepted.‬
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‭PROPOSAL‬
‭1.‬ ‭Is an intimation by words or conduct of willingness (intention) to enter into a legally‬
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‭binding contract, which will be legally binding as soon as the offeror accepts by act or‬
‭forbearance. SECTION2, ICA‬
‭2.‬ ‭Intention = Reasonable Person Test‬
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‭3.‬ ‭A reasonable person in position of the offeree would have reasonably construed the‬
‭statement to be proposal.‬
‭4.‬ ‭Proposer will not be bound where offeree would know that the proposer never‬
‭intended to make Offer.‬

‭ hweekin Keong vs Digilandmallcom Prt. Ltd,‬

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‭Ja

‭Defendant advertised color laser printers on the internet for 66SGD by mistake instead of the‬
‭real price of‬
‭3854SGD. Plaintiff immediately placed an order for 1606 printers online.‬
‭Defendant realized the mistake and repudiated the contract.‬
‭Can defendant successfully argue his‬
‭stand?‬

‭ XAMPLE‬
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‭A couple want their house painted. A painter offers to do the job for Rs.15,0001-‬
‭the price.‬
‭during the month of July. The couplelowner accept the offer and promise to pay‬
‭• Offeror/Proposer - the painter‬
 ‭2‬

•‭ Offeree - the couple‬

‭Offer - to paint the house during the month of July for Rs. 15,000-‬
‭You need to have both an offer and acceptance to have an enforceable contract/agreement.‬
‭What happens when the couple in response to the offer demands a lot price?‬

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‭EXPRESS & IMPLIED‬

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Ti
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‭ YPES OF OFFER‬
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‭Specific Offer‬
‭• Offer made to a definite person or a group of persons‬
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‭ eneral Offer‬
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‭• Offer made to the public at large‬

‭ ounter-Offer‬
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‭• A counteroffer results in rejection of the original offer and creation of a new offer. Once a‬
‭counteroffer is made by the offeree, he cannot subsequently accept the original offer, since‬
‭Ja

‭the original offer stands revoked. It is only if acceptance is given to the new offer that a‬
‭contract shall be created‬

‭ ross Offer‬
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‭•When two persons make identical offers to each other, without having knowledge of each‬
‭other's offer, then such offers are known as cross offers.‬
‭These offers are independent & identical and do not constitute a contract until acceptance is‬
‭given to an one of them.‬

‭ xample‬
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‭'A and 'B' both send letters to each other offering to sell and buy B's house at the same time.‬
‭This is the cross offer made where one party needs to accept the offer of another.‬
 ‭3‬

‭OFFER = DEFINITE & COMPLETE‬

•‭ If the offer is missing essential information, then it is incomplete and legally ineffective.i.e‬
‭void‬
‭• Example: A makes an offer to purchase B's phone at a certain price within a few days.‬‭The‬
‭time, date. Price are missing - offer is not made.‬

‭ dvertisements may occasionally be offers when:‬

A
‭The ad must be‬‭clearly worded‬‭in ways that address‬‭the‬‭problem of numerous people‬
‭receiving the ad for a limited amount of product.i.e over-acceptance‬

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‭ xample: Fans for Rs. 200/- till stock lasts‬
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‭Or‬

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‭Free 56" television to the first 10 persons purchase goods worth Rs. 60,000/-‬

‭Acceptance to the offer must be‬‭UNCONDITIONAL‬‭; like‬‭a YES or a NO‬

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‭1.‬ ‭However, in certain situations we may need court's interference to establish‬
‭acceptance.‬
‭2.‬ ‭An offer may be accepted by conduct.‬
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‭ DVERTISEMENTS THAT ARE OFFERS‬
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‭Certain advertisements may be considered offers if the advertisement is definite in its terms‬
‭and either.‬
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‭1.‬ ‭the circumstances clearly indicates an intention to make a bargain willingness to‬
‭enter into a legally binding contract upon acceptance)‬
‭2.‬ ‭the advertisement invites people to take specific action without further‬
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‭communication with the offeror, or‬

‭3.‬ ‭Over-acceptance is unlikely.‬
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‭KOLODZEI V. MASON‬
‭Ja

‭LEFKOWITZ V GREAT MINNEAPOLIS SURPLUS STORE‬

 ‭4‬

‭●‬ X ‭ placed an advertisement in the paper for the sale of fur, stating that it would be sold‬
‭on a 'first come first served' basis.‬
‭●‬ ‭Y was the first to respond to the advertisement, but X refused to sell on the basis that‬
‭it was a "house rule" to sell only to female customers.‬
‭●‬ ‭Y brought a claim for breach of contract, contending that the defendant was bound by‬
‭its 'first come first served' promise.‬
‭Issue: Whether the advertisement constituted an offer of sale in which case the contract was‬
‭completely formed upon the claimant's acceptance) or merely an invitation to treat (in which‬
‭case there was no contract). COURT:‬‭OFFERS CANNOT‬‭BE AMENDED AFTER‬
‭PROPOSAL‬

‭AUCTIONS ARE AN INVITATION TO OFFER‬

i‬
‭DISPLAYED GOODS AT A SELF SERVICE SHOP‬

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‭●‬ ‭Form of an invitation to offer‬
‭●‬ ‭Selection of goods & producing them for payment to the cashier amounts to an offer‬
‭by the customer to purchase the goods.‬

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‭●‬ ‭It is only when the cashier accepts the price being offered and agrees to sell that‬
‭contract is created.‬
‭●‬ ‭Action is subject to acceptance.‬ Ti
t‭he shopkeeper exhibits an article in his shop window with a price tag attached to it.‬
‭A customer offers to buy the article for the same price. Is the shopkeeper bound to‬
‭part with the article receiving the price offered by the customer?‬
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‭Sachin's Cricket Memorabilia Shop publishes an ad in Cricket India catalogue saying,‬
‭"Sachin's Cricket Memorabilia Will pay Rs. 15,000/- for every mint condition Score‬
in

‭Champions of World Trade Card sent in by December 31, 2023" Is this ad an offer?‬

‭ UST BE CERTAIN‬
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‭• Must be definite to permit conclusion of contract by mere acceptance. Nothing more‬

‭needs to be done.‬
‭• An offer for purchase lacking specification of quantity required is vague and would not‬
‭carry contractual relationship.‬
‭PROPOSAL TO WHOM‬
‭Ja

‭• Can be to an individual or group or world at large.‬

‭COMMUNICATION‬
‭• Communicated to OFFEREE to whom the offer/proposal is made.‬
‭• Can be communicated by act or omission‬
‭• Communication of proposal is complete when it comes to the knowledge of the offeree,‬
‭reached the destination then it is still complete as it is not the proposer’s fault‬
‭INTENTION‬
‭•'Intention must be to create a legal relationship.‬
‭• It must be reasonably regarded as being made in contemplation of producing legal‬
‭consequences.‬
‭• Must not be made in jest or anger.‬
 ‭5‬

•‭ In social and family matters an intention of not creating legal relationships is readily‬
‭implied.‬

‭COMMUNICATION (by act/omission)‬

‭1.‬ ‭Communication of proposal is complete when it‬‭comes‬‭to the knowledge of the‬
‭offeree;‬‭i.e., proposal is said to be made when the‬‭proposal letter‬‭comes to the‬
‭knowledge of the offeree.‬
‭2.‬ ‭Unless the proposal is communicated to the person to whom its made - its NOT‬
‭COMPLETE‬
‭3.‬ ‭A proposal by letter must be deemed to have reached the addressee when the letter‬

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‭ordinarily would be delivered at the addressee's residence. Any delay in actually‬
‭receiving the letter in hands, caused owing to the failure to make proper‬

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‭arrangements to receive the communication will not be considered.‬

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Ti
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‭Ja

‭ ALMAN SHUKLA V. GAURI DATT‬

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‭Defendant sent his Munim, the Plaintiff to trace his missing nephew. The Plaintiff willingly‬
‭volunteered his service to find the missing boy. In absence of the Plaintiff, Defendant issued‬
‭handbills offering reward of Rs.501/- to the person finding the buy. Munim traced the boy and‬
‭claimed reward. Munim tried to claim the reward, Defendant refused.‬
‭Ja
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Ti
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‭6‬

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 ‭7‬

‭ACCEPTANCE‬
‭ ECTION 2(b)‬
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‭When the offeree signifies his assent, the proposal is said to be accepted.‬

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‭ cceptance must be an unqualified, 'mirror-image' of the offer. Any attempt to change‬
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‭the terms will be an implied rejection. -‬‭Hyde v Wrench‬‭(1840) (HC)‬

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‭ rench offered to sell Hyde a farm for Rs.1 Lakh. Hyde offered to amount consider pay Rs.‬
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‭95,000/- instead. Is this a valid acceptance?‬‭Counter‬‭offer‬

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‭ ection 7: Acceptance must be absolute.‬
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‭In order to convert a proposal into a promise, the acceptance must-‬
‭(1) be‬‭absolute‬‭and‬‭unqualified‬‭;‬ Ti
‭(2) be‬‭expressed‬‭in some usual and‬‭reasonable manner‬‭,‬‭unless the proposal prescribes‬
‭the manner in which it is to be accepted. If the proposal prescribes a manner in which it is to‬
‭be accepted, and the acceptance is not made in such manner, the proposer may, within a‬
‭reasonable time after the acceptance is communicated to him, insist that his proposal shall‬
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‭be accepted in the prescribed manner, and not otherwise; but if he fails to do so, he accepts‬
‭the acceptance.‬
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‭Ja

‭ ssentials‬
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‭1. Acceptance must be absolute and unqualified -‬
‭a) There must be an absolute and unqualified acceptance of all the terms of the offer.‬
‭b) Qualified acceptance would amount to rejection of the offer.‬
‭2. Acceptance must be given only by the person to whom the offer is made - It [cannot be‬
‭accepted by another person without the consent of the offeror] & within reasonable time‬
‭before offer lapses‬
‭3. Acceptance must be in a prescribed or reasonable mode - If the offer prescribes no mode‬
‭of acceptance, the acceptances must be communicated reasonably.‬
 ‭8‬

‭ . Acceptance must be given within a reasonable time and before the offer lapses - If no‬
4
‭time is specified, then acceptance may be made within reasonable time.‬
‭5. Acceptance must be given after receiving the offer.‬
‭6. Rejected offer can be accepted only on renewal - offer once rejected can't be accepted‬
‭again unless a fresh offer is made.‬

‭ he Objective Test‬
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‭If whatever a man's real intention may be, he so conducts himself that a‬‭reasonable man‬
‭would believe that he was assenting to the terms proposed by the other party and the other‬
‭party upon that belief enters into the contract with him, the man thus conducting himself‬
‭would be equally bound as if he had intended to agree to the other party's terms.‬

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‭ he Last Shot Rule‬
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‭The party on whose terms the commercial negotiations are concluded becomes the offeror.‬

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‭This is called the‬
‭'last shot rule.‬
‭Butler Machine Tool Co Ltd v Ex-Cell-O Corporation Ltd (1979) (CoA)‬

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‭ ection 3: Communication, acceptance and revocation of proposals‬
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‭The COMMUNICATION of proposals, the acceptance of proposals, and the revocation of‬
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‭proposals and acceptances, respectively, are deemed to be made by any act or omission of‬
‭the party proposing, accepting or revoking by which he intends to communicate such‬
‭proposal, acceptance or revocation, or which has the effect of communicating it.‬
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‭Section 4: Communication complete when.‬
‭1.‬ ‭The communication of a proposal is complete when it comes to the knowledge of the‬
‭person to whom it is made.‬
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‭The communication of an acceptance is complete -‬

‭2.‬ ‭as against the proposer, when it is put in a course of transmission to him, so as to be‬
‭out of the power of the acceptor;‬
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‭3.‬ ‭as against the acceptor, when it comes to the knowledge of the proposer.‬
‭4.‬ ‭The communication of a revocation is complete‬

‭ xamples:‬
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‭A proposes, by letter, to sell a house to B at a certain price. The communication of the‬
‭Ja

‭proposal is complete when B receives the letter.‬

‭5.‬ ‭B accepts A's proposal by a letter sent by post. The communication of the‬
‭acceptance is complete, as against A (offeror) when the letter is posted; as against B‬
‭(offeree), when the letter is received by A (offeror).‬
 ‭9‬

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‭ ver the Phone Call‬
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‭• If the contract is over the phone then it is important that the acceptance must be audible,‬
‭heard and understood by the parties,‬
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‭• If during the conversation the telephone lines go "blank/disconnected" and the offeror does‬
‭not hear the offeree's word of acceptance, there is no contract‬
‭• If the whole conversation is repeated and the offeror hears and understands the words of‬
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‭acceptance, the contract is complete.‬

‭Communication‬
‭1.‬ ‭A plane flies overhead whilst acceptance is being communicated. The offeror Is‬
‭unable to hear the offeree's "Yes” Is the acceptance valid? No‬
‭2.‬ ‭If on account of the offeror's fault (e.g. the offeror's phone line is bad or their telex‬
‭Ja

‭machine is out of Ink), the message is not received by the offeror. Is acceptance‬
‭valid? If its neither party's fault? VALID‬

‭ nowledge of the Offer‬

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‭• The offeree must be responding to an offer. Offeree cannot accidentally accept an offer‬
‭without knowing it exists.‬
‭• There cannot be assent without knowledge of the offer, and ignorance of the offer is the‬
‭same thing whether it is due to never hearing of it or forgetting it after hearing.‬
‭R v Clarke (1927) (HC of Australia)‬
 ‭10‬

‭ overnment offered a reward for information about a crime. Kanjibhai was a prisoner who‬
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‭provided information but had forgotten about the existence of the reward. Can he claim the‬
‭award? No‬

‭ ibbons, a police officer, gave information about a crime to a colleague. No reward had‬
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‭been offered at this time. The information provided by Gibbons was passed through several‬
‭colleagues to the Superintendent. By this time the reward had been offered. The offer had‬
‭specifically asked for information to be given to the Superintendent. Can Gibbons claim the‬
‭reward? Yes he can since he didn’t convey it directly to the superintendent.‬
‭Gibbons v Proctor (1891) (HC)‬

‭ otive of accepting‬
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‭The offeree's motive for accepting is not important as long as they know about the offer.‬
‭Williams v Cawardine (1833) (HC)‬

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‭Silence‬
‭1.‬ ‭Felthouse offered to buy a horse from his nephew (Bindley). He said that if he heard‬

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‭no more from his nephew then he would consider the horse his. Bindley accidentally‬
‭sold the horse at auction and the uncle sued for breach of contract. Is there a valid‬
‭acceptance on part of nephew? Negative contract since it doesn’t require any act or‬
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‭omission.‬
‭2.‬ ‭Brogden informally supplied coal to the Metropolitan Railway. The two parties‬
‭decided to create a formal agreement but it was never properly signed. Despite this,‬
‭they continued to send and receive loads of coal. Will this constitute as acceptance‬
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‭of the formal agreement? Express contract by conduct.‬

‭ ommunication Timings‬
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‭A telex was sent within working hours (at 5.45pm) but not read until the following Monday,‬
‭will be deemed to have been valid upon arrival, even though it hadn't been read, because‬
‭the offeree would have expected it to have been read when it arrived.‬
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‭If the acceptance is sent outside of working hours it is not officially accepted unfil the‬
‭beginning of the next working day. The offeree cannot assume that the offeror will have seen‬
‭it before then.‬
‭Mondial Shipping v Astarte Shipping (1995) (HC)‬
‭a telex sent at 11.41pm was only valid at the start of the next working day.‬
‭Ja

‭ evocation‬
R
‭Example:‬
‭1.‬ ‭A revokes his proposal by telegram. The revocation is complete as against A when‬
‭the telegram is dispatched. If is complete as against B ,when B receives it.‬
‭2.‬ ‭B revokes his acceptance by telegram. B's revocation is complete as against B when‬
‭the telegram is dispatched, and as against A when it reaches him.‬
‭●‬ ‭Revocation of offer is valid before the offeree puts the acceptance in course of‬
‭transmission and it is out of his reach to stop it. Because, in such a situation the‬
‭communication of acceptance will be deemed complete as against the offeror.‬
‭●‬ ‭Revocation of acceptance is valid where the revocation is received before‬
‭acceptance comes to the knowledge of offeror (i.e., before communication of‬
‭acceptance is complete)‬
 ‭11‬

‭Section 5: Revocation of proposals and acceptances.‬

‭1.‬ ‭A proposal may be revoked at any time before the communication of its acceptance‬
‭is complete as against the proposer, but not afterwards.‬
‭2.‬ ‭An acceptance may be revoked at any time before the communication of the‬
‭acceptance is complete as against the acceptor, but not afferwards.‬
‭3.‬ ‭Illustration‬
‭●‬ ‭A proposes, by a letter sent by post, to sell his house to B. B accepts the‬
‭proposal by a letter sent by post. A may revoke his proposal at any time‬
‭before or at the moment when B posts his letter of acceptance, but not‬
‭afterwards.‬
‭●‬ ‭B may revoke his acceptance at any time before or at the moment when the‬

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‭lefter communicating it reaches A, but not afterwards.‬

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‭ ection 6: Revocation how made‬
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‭A proposal is revoked-‬
‭(1) by the communication of notice of revocation by the proposer to the other party;‬

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‭(2) by the lapse of the time prescribed in such proposal for its acceptance, or, if no time is so‬
‭prescribed, by the lapse of a reasonable time, without communication of the acceptance;‬
‭(3) by the failure of the acceptor to fulfil a condition precedent to gcceptance; or‬
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‭(4) by the death or insanity of the proposer, if the fact of his death or insanity comes to the‬
‭knowledge of the acceptor before acceptance.‬
‭ACCEPTANCE‬
‭ ECTION 2(b)‬
S
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‭When the offeree signifies his assent, the proposal is said to be accepted.‬
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‭ cceptance must be an unqualified, 'mirror-image' of the offer. Any attempt to change‬

A
‭the terms will be an implied rejection. -‬‭Hyde v Wrench‬‭(1840) (HC)‬
‭Ja

‭ rench offered to sell Hyde a farm for Rs.1 Lakh. Hyde offered to pay Rs. 95,000/- instead.‬
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‭Is this a valid acceptance?‬‭Counter offer‬

‭ ection 7: Acceptance must be absolute.‬

S
‭In order to convert a proposal into a promise, the acceptance must-‬
‭(1) be‬‭absolute‬‭and‬‭unqualified‬‭;‬
‭(2) be‬‭expressed‬‭in some usual and‬‭reasonable manner‬‭,‬‭unless the proposal prescribes‬
‭the manner in which it is to be accepted. If the proposal prescribes a manner in which it is to‬
‭be accepted, and the acceptance is not made in such manner, the proposer may, within a‬
‭reasonable time after the acceptance is communicated to him, insist that his proposal shall‬
‭be accepted in the prescribed manner, and not otherwise; but if he fails to do so, he accepts‬
‭the acceptance.‬
 ‭12‬

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‭ ssentials‬
E

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‭1. Acceptance must be absolute and unqualified -‬
‭a) There must be an absolute and unqualified acceptance of all the terms of the offer.‬
‭b) Qualified acceptance would amount to rejection of the offer.‬

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‭2. Acceptance must be given only by the person to whom the offer is made - It [cannot be‬
‭accepted by another person without the consent of the offeror] & within reasonable time‬
‭before offer lapses‬ Ti
‭3. Acceptance must be in a prescribed or reasonable mode - If the offer prescribes no mode‬
‭of acceptance, the acceptances must be communicated reasonably.‬
‭4. Acceptance must be given within a reasonable time and before the offer lapses - If no‬
‭time is specified, then acceptance may be made within reasonable time.‬
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‭5. Acceptance must be given after receiving the offer‬
‭6. Rejected offer can be accepted only on renewal - offer once rejected can't be accepted‬
‭again unless a fresh offer is made.‬
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‭ he Objective Test‬
T
‭If whatever a man's real intention may be, he so conducts himself that a‬‭reasonable man‬
sm

‭would believe that he was assenting to the terms proposed by the other party and the other‬
‭party upon that belief enters into the contract with him, the man thus conducting himself‬
‭would be equally bound as if he had intended to agree to the other party's terms.‬

‭ he Last Shot Rule‬

T
‭Ja

‭The party on whose terms the commercial negotiations are concluded becomes the offeror.‬
‭This is called the‬
‭'last shot rule.‬
‭Butler Machine Tool Co Ltd v Ex-Cell-O Corporation Ltd (1979) (CoA)‬

‭ ection 3: Communication, acceptance and revocation of proposals‬

S
‭The COMMUNICATION of proposals, the acceptance of proposals, and the revocation of‬
‭proposals and acceptances, respectively, are deemed to be made by any act or omission of‬
‭the party proposing, accepting or revoking by which he intends to communicate such‬
‭proposal, acceptance or revocation, or which has the effect of communicating it.‬

‭Section 4: Communication complete when.‬

 ‭13‬

‭1.‬ T ‭ he communication of a proposal is complete when it comes to the knowledge of the‬

‭person to whom it is made.‬
‭The communication of an acceptance is complete -‬
‭2.‬ ‭as against the proposer, when it is put in a course of transmission to him, so as to be‬
‭out of the power of the acceptor;‬
‭3.‬ ‭as against the acceptor, when it comes to the knowledge of the proposer.‬
‭4.‬ ‭The communication of a revocation is complete‬

‭ xamples:‬
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‭A proposes, by letter, to sell a house to B at a certain price. The communication of the‬
‭proposal is complete when B receives the letter.‬
‭5.‬ ‭B accepts A's proposal by a letter sent by post. The communication of the‬

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‭acceptance is complete, as against A (offeror) when the letter is posted; as against B‬
‭(offeree), when the letter is received by A (offeror).‬

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‭ ver the Phone Call‬
O
‭• If the contract is over the phone then it is important that the acceptance must be audible,‬
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‭heard and understood by the parties,‬

‭• If during the conversation the telephone lines go "blank/disconnected" and the offeror does‬
‭not hear the offeree's word of acceptance, there is no contract‬
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‭• If the whole conversation is repeated and the offeror hears and understands the words of‬
‭acceptance, the contract is complete.‬

‭Communication‬
‭1.‬ ‭A plane flies overhead whilst acceptance is being communicated. The offeror Is‬
‭Ja

‭unable to hear the offeree's "Yes” Is the acceptance valid? No‬

‭2.‬ ‭If on account of the offeror's fault (e.g. the offeror's phone line is bad or their telex‬
‭machine is out of Ink), the message is not received by the offeror. Is acceptance‬
‭valid? If its neither party's fault? VALID‬

‭ nowledge of the Offer‬

K
‭• The offeree must be responding to an offer. Offeree cannot accidentally accept an offer‬
‭without knowing it exists.‬
‭• There cannot be assent without knowledge of the offer, and ignorance of the offer is the‬
‭same thing whether it is due to never hearing of it or forgetting it after hearing.‬
‭R v Clarke (1927) (HC of Australia)‬
 ‭14‬

‭ overnment offered a reward for information about a crime. Kanjibhai was a prisoner who‬
G
‭provided information but had forgotten about the existence of the reward. Can he claim the‬
‭award? No‬

‭ ibbons, a police officer, gave information about a crime to a colleague. No reward had‬
G
‭been offered at this time. The information provided by Gibbons was passed through several‬
‭colleagues to the Superintendent. By this time the reward had been offered. The offer had‬
‭specifically asked for information to be given to the Superintendent. Can Gibbons claim the‬
‭reward? Yes he can since he didn’t convey it directly to the superintendent.‬
‭Gibbons v Proctor (1891) (HC)‬

‭ otive of accepting‬
M

i‬
‭The offeree's motive for accepting is not important as long as they know about the offer.‬
‭Williams v Cawardine (1833) (HC)‬

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‭Silence‬
‭1.‬ ‭Felthouse offered to buy a horse from his nephew (Bindley). He said that if he heard‬

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‭no more from his nephew then he would consider the horse his. Bindley accidentally‬
‭sold the horse at auction and the uncle sued for breach of contract. Is there a valid‬
‭acceptance on part of nephew? Negative contract since it doesn’t require any act or‬
Ti
‭omission.‬
‭2.‬ ‭Brogden informally supplied coal to the Metropolitan Railway. The two parties‬
‭decided to create a formal agreement but it was never properly signed. Despite this,‬
‭they continued to send and receive loads of coal. Will this constitute as acceptance‬
e
‭of the formal agreement? Express contract by conduct.‬

‭ ommunication Timings‬
C
in

‭A telex was sent within working hours (at 5.45pm) but not read until the following Monday,‬
‭will be deemed to have been valid upon arrival, even though it hadn't been read, because‬
‭the offeree would have expected it to have been read when it arrived.‬
sm

‭If the acceptance is sent outside of working hours it is not officially accepted unfil the‬
‭beginning of the next working day. The offeree cannot assume that the offeror will have seen‬
‭it before then.‬
‭Mondial Shipping v Astarte Shipping (1995) (HC)‬
‭a telex sent at 11.41pm was only valid at the start of the next working day.‬
‭Ja

‭ evocation‬
R
‭Example:‬
‭1.‬ ‭A revokes his proposal by telegram. The revocation is complete as against A when‬
‭the telegram is dispatched. If is complete as against B ,when B receives it.‬
‭2.‬ ‭B revokes his acceptance by telegram. B's revocation is complete as against B when‬
‭the telegram is dispatched, and as against A when it reaches him.‬
‭●‬ ‭Revocation of offer is valid before the offeree puts the acceptance in course of‬
‭transmission and it is out of his reach to stop it. Because, in such a situation the‬
‭communication of acceptance will be deemed complete as against the offeror.‬
‭●‬ ‭Revocation of acceptance is valid where the revocation is received before‬
‭acceptance comes to the knowledge of offeror (i.e., before communication of‬
‭acceptance is complete‬‭)‬
 ‭15‬

‭Section 5: Revocation of proposals and acceptances.‬

‭1.‬ ‭A proposal may be revoked at any time before the communication of its acceptance‬
‭is complete as against the proposer, but not afterwards.‬
‭2.‬ ‭An acceptance may be revoked at any time before the communication of the‬
‭acceptance is complete as against the acceptor, but not afferwards.‬
‭3.‬ ‭Illustration‬
‭●‬ ‭A proposes, by a letter sent by post, to sell his house to B. B accepts the‬
‭proposal by a letter sent by post. A may revoke his proposal at any time‬
‭before or at the moment when B posts his letter of acceptance, but not‬
‭afterwards.‬
‭●‬ ‭B may revoke his acceptance at any time before or at the moment when the‬
‭lefter communicating it reaches A, but not afterwards.‬

i‬
‭ ection 6: Revocation how made‬
S

ar
‭A proposal is revoked-‬
‭(1) by the communication of notice of revocation by the proposer to the other party;‬
‭(2) by the lapse of the time prescribed in such proposal for its acceptance, or, if no time is so‬

w
‭prescribed, by the lapse of a reasonable time, without communication of the acceptance;‬
‭(3) by the failure of the acceptor to fulfil a condition precedent to gcceptance; or‬
‭(4) by the death or insanity of the proposer, if the fact of his death or insanity comes to the‬
Ti
‭knowledge of the acceptor before acceptance.‬

‭CONSIDERATION‬
‭1.‬ C ‭ onsideration is the term given‬‭for detriment or benefit‬‭exchanged by each party in‬
e
‭a contract.‬
‭2.‬ ‭All contractual promises must be supported by consideration otherwise the‬
in

‭transaction is a gift and not a legally binding contract. General rule-‬‭no‬

‭consideration, no contract.‬
‭3.‬ ‭An agreement without consideration is void and thus can not be enforced.‬
sm

‭4.‬ ‭Consideration is the‬‭price for‬‭which the‬‭promise‬‭of‬‭the other is brought.‬

‭Consideration means‬‭something of value in the eyes‬‭of law‬‭- It may be of some‬
‭benefit to the Plaintiff or some detriment to the Defendant.‬
‭5.‬ ‭Consideration is defined as 'some right, Interest or benefit accruing to the party or‬
‭some forbearance, detriment, loss or responsibility, given, suffered or undertaken by‬
‭the other. - Currie v Misa (1875)‬
‭Ja

‭6.‬ ‭2(d)‬‭'When at the‬‭desire of the promisor‬‭, the‬‭promisee‬‭or any other person‬‭had‬‭done or‬
‭abstained‬‭from doing, or‬‭does‬‭or‬‭abstains‬‭from doing,‬‭or promises to do or to abstain from‬
‭doing, something, such act or abstinence or promise is sold o consideration for the promise.'‬
‭(past, present or a future consideration).‬
‭7.‬ ‭25‬‭of the Indian Contract Act, “An‬‭Agreement without‬‭consideration, void, unless‬‭it is in‬
‭writing and registered or is a promise to compensate for something done or is a promise to‬
‭pay a debt barred by limitation law.—An agreement made without consideration is void,‬
‭unless—‬
‭(1) it is expressed in writing and registered under the law for the time being in force for the‬
‭registration of 1 [documents], and is made on‬‭account‬‭of natural love‬‭and affection between‬
‭parties standing in a near relation to each other ; or unless‬
 ‭16‬

(‭ 2) it‬‭is a promise to compensate,‬‭wholly or in part, a person who has already‬‭voluntarily‬

‭done something‬‭for the promisor, or something which the promisor was legally compellable‬
‭to do; or unless;‬ ‭(consideration need not be adequate)‬
‭(3) it is a promise, made in writing and signed by the person to be charged therewith, or by‬
‭his agent generally or‬‭specially authorised in that‬‭behalf, to pay wholly or in part a debt of‬
‭which the creditor might have enforced payment but for the law for the limitation of suits‬‭.‬
‭In any of these cases, such an agreement is a contract.”‬

‭ onsideration does‬‭not have to be 'adequate or equate‬‭to the true market value‬‭of the‬
C
‭other party's promise. Contract law is not concerned with whether or not parties are‬
‭exchanging things of equivalent value so long as the two parties are happy with the value of‬
‭the promises they are exchanging. S.25, Explanation 2: A agreement to which the‬‭consent‬‭of‬

i‬
‭the promisor is‬‭freely given is not void merely because‬‭the consideration is inadequate‬‭;‬
‭but the inadequacy of the consideration may be taken into account by the court in determining‬

ar
‭the question whether the consent of the promisor was freely given.‬‭CONSIDERATION‬
‭SHOULD BE REAL & SUFFICIENT‬‭(only in cases where there‬‭is a possibility of undue‬
‭influence)‬‭, SHOULD NOT BE UNSUBSTANTIAL‬‭(“pay me i‬‭won’t annoy you” void‬

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‭contract)‬

‭25, ICA: PROMISE TO PAN A‬‭TIME- BARRED DEBT‬

Ti
‭1.‬ ‭"Debt" means an ascertained amount of money which is payable in respect of‬
‭money demand and by action, may be recovered.‬
‭2.‬ ‭The promise must be to pay whole or part of a time barred debt, debt for‬
‭which the creditor might have enforced payment but for the law for limitation.‬
e
‭3.‬ ‭Promise must be in writing and signed by the person to be charged therewith,‬
‭or duly authorised agent.‬
‭4.‬ ‭Section 25 (3) is not applicable when the defendant is not bound to pay the‬
in

‭debt for other reasons.‬

‭Essentials for‬‭25 (3)‬

sm

‭1.‬ ‭There should be a‬‭written promise‬‭signed by a person‬‭or his appointed‬

‭2.‬ ‭agent.‬
‭3.‬ ‭A promise must be there, either to‬‭pay a whole or‬‭a part‬‭of the debt.‬
‭4.‬ ‭The debt must have been‬‭enforced by the creditor‬‭for‬‭the limitation period.‬
‭5.‬ ‭A debtor can enter into a written agreement under Section 25 (3) for paying a part of‬
‭Ja

‭the complete debt and‬‭a suit can lie in such cases‬‭when there is a written‬
‭promise for paying it.‬

l‭f the borrower has‬‭acknowledged his debt‬‭, then under‬‭S.25, ICA, period of filing the suit‬
‭was saved and it would commence from the date of such acknowledgement. Such a suit will‬
‭not be barred by limitation‬‭(in writing). The promise‬‭should be to pay the time barred debts‬
‭due‬‭from the promisor‬‭and‬‭not‬‭a promise to pay time‬‭barred‬‭debt due from other‬
‭persons.‬
‭8.‬ ‭ELEMENTS:‬
‭a.‬ ‭Must be given at the desire of the promisor. Consideration must be given at‬
‭the‬‭desire of the PROMISOR‬‭rather than some other‬‭person. (intention=‬
‭reasonable person test)‬
 ‭17‬

‭ .‬ B
b ‭ e given by the promisee or any other person‬
‭c.‬ ‭May be past, present or future - in so far as promise has - done or abstained‬
‭from doing, does or abstains from doing or promises to do or abstains from‬
‭doing something‬
‭d.‬ ‭Should be an act, abstinence or promise BY PROMISE which is consideration‬
‭for the promise.‬
‭e.‬ ‭Performance of an existing legal duty is no consideration:‬
‭i.‬ ‭In order to constitute proper consideration, there should be a promise‬
‭to do something more than what a person is already bound to do.‬
‭ii.‬ ‭Doing something which one is already bound to do is no‬
‭consideration.‬
‭iii.‬ ‭The performance of an existing statutory duty does not amount to‬

i‬
‭good consideration because the party is under a legal duty to perform‬
‭regardless of their contractual obligations.‬

ar
‭iv.‬ ‭A legal duty could also include a‬‭duty of care‬‭in‬‭Tort law or a fiduciary‬
‭duty in Equity.‬
‭v.‬ ‭In certain cases courts have found that an‬‭existing‬‭duty can be a‬

w
‭good consideration if the other party gains a practical benefit‬‭or‬
‭obviates a disbenefit from the completion of the existing duty.‬
‭9.‬ ‭TYPES:‬ Ti
‭a.‬ ‭PAST‬‭The promisor had received the consideration before‬‭the date of‬
‭promise. Means that the consideration for the promise was given earlier and‬
‭the promise is made thereafter. However, this act which constitutes‬
‭consideration must have been done at the desire of the promisor.‬
e
‭b.‬ ‭PRESENT (executed consideration)‬ ‭One of the parties‬‭to the contract has‬
‭performed his part of the promise, which constitutes the consideration for the‬
‭promise by the other side it is known as present consideration. (escrow is‬
in

‭present)‬
‭c.‬ ‭FUTURE (executory consideration)‬‭when consideration‬‭is to move at a‬
‭future date then it is called as future consideration. When one person makes‬
sm

‭the promise in exchange for the promise by the other side. The performance‬
‭of obligation by each side is subsequent to making of the contract.‬
‭10.‬‭PRIVITY OF CONSIDERATION‬
‭a.‬ ‭In India, consideration may be given‬‭by promisee or‬‭any other person‬‭.‬
‭b.‬ ‭E.g., A promises to give his watch to B for a consideration of Rs.‬
‭Ja

‭c.‬ ‭2000/-‬
‭d.‬ ‭If this consideration is given to A by X rather than B, it is considered a valid‬
‭consideration in India but not in England.‬
‭11.‬‭PINNEL'S RULE‬
‭a.‬ ‭General Rule:‬‭An agreement that a debtor make a part‬‭payment of a debt‬
‭will not satisfy the obligation to repay the entire debt.‬
‭b.‬ ‭REASON: There is‬‭no fresh consideration‬‭for this second‬‭agreement and is‬
‭therefore‬‭not binding‬‭on the parties.‬
‭c.‬ ‭The‬‭payment‬‭of the debt by the debtor is an‬‭existing‬‭legal duty of the‬
‭debtor‬‭and such a promise to perform an existing legal‬‭obligation is not good‬
‭consideration.‬
‭d.‬ ‭This is commonly called "the rule in Pinnel’s case" from - Pinnel's Case‬
‭(1602)5 Co Rep 117):‬
 ‭18‬

i‭.‬ ‭ innel's case:‬

P
‭ii.‬ ‭Debtor, Cole owed Pinnel 'X' amount on 11 November 1600. D‬
‭plesded that Pinnel had agreed to accept 'X-1" amount on 1 October‬
‭in full salistaction of the debt. Pinnel then brought the action in Court.‬
‭iii.‬ ‭The Court held:‬‭Payment of a pre-existing obligations‬‭not good‬
‭consideration for a second alleged agreement to accept‬
‭part-payment in satisfaction of the whole.‬
‭iv.‬ ‭Whereas, if Cole had provided fresh consideration, such as the gift of‬
‭a horse, hawk, robe then this second agreement may be legally‬
‭binding.‬
‭v.‬ ‭Absence of consideration is therefore the basis of the rule in pinnel's‬
‭case.‬

i‬
‭e.‬ ‭There are of course a number of other factors to consider such as executing‬
‭deeds of settlement and promissory estoppel.‬

ar
f‭.‬ ‭EXCEPTIONS‬
‭i.‬ ‭Payment accompanied by fresh consideration: debtor provides‬
‭some fresh consideration, i.e., consideration which does not‬

w
‭form part of the original agreement, then this may constitute a‬
‭legally binding agreement.‬
‭1.‬ ‭Hartley v Ponsonby [1857] Court considered a case where a‬
Ti ‭ship set sail from London to Australia, then it was contracted to‬
‭leave and sail via China or India back to the UK. Upon‬
‭reaching Australia, 16 of the crew decided not to continue with‬
‭the voyage. The remaining crew were promised extra wages if‬
e
‭they continued with the second leg of the voyage. Upon‬
‭reaching the UK the ship company refused to pay stating they‬
‭were doing what they had originally contracted to do. The‬
in

‭Court said:‬
‭2.‬ ‭It appears that the captain, at the time when he made the‬
‭contract, was striving to persuade the crew to undertake a risk‬
sm

‭which they were not bound to undertake: a sufficient‬

‭consideration therefore arises from their undertaking it.‬
‭ii.‬ ‭Prepayment‬‭of debt at the creditor's request:‬‭Prepayment‬‭of part‬
‭of a debt prior to the date for payment may be fresh‬
‭consideration‬‭if it provides a benefit to the creditor‬‭and has been‬
‭Ja

‭made at the creditor's request.‬

‭iii.‬ ‭Payment of a lesser sum at‬‭another place‬‭at the creditors‬
‭request‬‭: If the creditor agrees to accept less if‬‭paid in another place‬
‭other than stipulated in the initial agreement, then the‬‭detriment on‬
‭the debtor to get to that second location‬‭may be consideration‬‭for‬
‭the secondary agreement.‬
‭iv.‬ ‭A‬‭contract with creditors after‬‭insolvency‬‭of the‬‭debtor‬‭: An‬
‭agreement by a debtor and its creditors for payment to creditors in an‬
‭insolvency appointment will discharge the balance of the debt. This‬
‭will be done by a‬‭Deed of Release or Discharge Deed.‬‭Difference‬
‭b/w , agreement and deed is that deed doesn't require consideration‬
‭for it to I be binding.‬
 ‭19‬

‭v.‬ "‭ ‬‭Promissory Estoppel:‬‭Promissory estoppel can be relied upon when‬

‭a party has relied upon a promise or representation made by another‬
‭party, and then that party acts inconsistently to the detriment of the‬
‭relying party. TEST:‬
‭1.‬ ‭an‬‭unequivocal‬‭promise by words or conduct;‬
‭2.‬ ‭evidence that there is or change in position of the promise as a‬
‭result of the promise (reliance, but not necessarily to their‬
‭detriment);‬
‭3.‬ ‭inequity‬‭if the promisor were to go back on the promise.‬
‭vi.‬ ‭The most important requirement is that the promise must have‬
‭changed the position in dependence on the assurance.‬
‭vii.‬ ‭The law commission recommended suggestions to form a new section‬

i‬
‭as‬
‭viii.‬ ‭Section 25A u/ICA in the 108th report.‬

ar
‭ix.‬ ‭No provisions as such ake there which ensures availability of reliet‬
‭under this doctrine but at the same time it can be implemented on the‬
‭basis of equity, to defend the aggrieved party.‬

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‭x.‬ ‭This rule is very similar to the‬‭Section 115‬‭of The‬‭Indian Evidence‬
‭Act, 1872. "‬‭When an individual has, by his declaration,‬‭act or‬
‭omision, I intentionally prompted of accredited every other‬
Ti
‭individual to accept as true with this type of element to he real‬
‭and to act upon such notion, neither that individedin consultant‬
‭would be allowed, in any shape among himself and such‬
‭individual or his represenio disclaim the reality of that issue.'‬
e
‭xi.‬ ‭REQUIREMENTS‬
‭1.‬ ‭Lawful Relationship: Existence of a lawful relationship with‬
‭lawful object‬
in

‭2.‬ ‭Assurance: Clear display of promise between the parties,‬

‭directly estig, the aggrieved party to presume that some kind of‬
‭action needs to be taken.‬
sm

‭3.‬ ‭Reliance: Aggrieved party's reliance on the promise mode‬

‭must be displayed clearly and because of which the aggrieved‬
‭party took some odion.‬
‭4.‬ ‭Damage: The aggrieved party who relied upon the promise‬
‭mode by the other party must suffer some sort of damage or‬
‭Ja

‭loss which olfmotely lards the other party in a detrimental‬

‭position.‬
‭5.‬ ‭Unconscionability: It must be clearly demonstrated that it was‬
‭unjust for the promisor to break the promise.‬
‭6.‬ ‭Doctrine of promissory estoppel cannot be applied to aid to‬
‭compel Government to carry out a representation or promise‬
‭which is contrary to law.‬
‭xii.‬ ‭The Government was allowed to retract from its representation on the‬
‭ground of public interest.. The Supreme Court held that the public‬
‭interest must override any consideration of private loss or gain. -STO‬
‭v. Shree Durga Oil Mills.‬
 ‭20‬

‭xiii.‬ ‭ minor by distorting his age incites another to contract with him, will‬
A
‭there be any estoppel against such minor or, will the minor be blocked‬
‭from unveiling his actual age because of the contract?‬
‭12.‬‭FIRM OFFER‬
‭a.‬ ‭Applicable under UCC‬
‭b.‬ ‭A merchant as defined u/UCC can make a firm offer w/o any consideration/ If‬
‭the seller is a merchant and promises in signed writing to keep an offer open,‬
‭a firm offer is created.‬
‭c.‬ ‭A firm offer will only last for the period of time stated in the offer. If no time‬
‭period is stated, the offer will stay open for a maximum of three months.‬
‭d.‬ ‭In general, (and common law) when a non merchant promises to keep offer‬
‭open then its not irrevocable - the promise can bind the promisor only when‬

i‬
‭there is a consideration.‬
‭e.‬ ‭E.g., A tell B that he is willing to sell his cartor Rs. 1 Lakh. B needs more lime‬

ar
‭to think, A. agrees to keep the offer open for B for 3 days. If during this wait‬
‭time someone else comes in with an offer of Rs. 1 Lakh - what should A do?‬
‭Is there a legal liability?‬

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‭13.‬‭INTENTION TO CREATE LEGAL RELATIONS‬
‭a.‬ ‭Intention to create legal relations means that the parties must intend to enter‬
‭into a legally binding arrangement in which the rights and obligations of the‬
Ti
‭agreement are enforceable.‬
‭b.‬ ‭Determining intention to create legal relations:‬
‭i.‬ ‭The contracting parties must have the obvious mind to enter in a‬
‭serious contract - there must be an intention to create legal relations.‬
e
‭ii.‬ ‭In the absence of intention, the parties cannot sue each other. The‬
‭contract may become a mere promise if the intention to create legal‬
‭relations is absent.‬
in

‭ XAMPLES‬
E
sm

‭A promises to sell a car to B. B promises in return to pay Rs. 20,000/-. Promise to sell the‬
‭car is supported by a return promise and it is a contract. The returned promise of Rs.‬
‭20,000- is the consideration or price of the promise to sell the car.As it is an enforceable‬
‭contract supported by consideration, if A breaches the contract B can sue him because A‬
‭broke a legally enforceable contract. (MONETARY)‬
‭Ja

‭ promises to type the manuscript of B's book and in return B promises to teach him for a‬
A
‭month.The promise of each party is the consideration for the promise of the other party. A‬
‭promises B not to file a suit against him if he pays him Rs. 500. The abstinence of A is the‬
‭consideration for B's payment.‬

‭ H. GHOSH v. MOHRI BIBI (BHRAM DUTT)‬

D
‭Restitution stops where repayment begins‬
‭Sec 39 SRA 1877- SEC 31 SRA 1963‬
‭SEC 41 SRA 1877- SEC33 1963‬

‭ ESTITUTION developed in-‬

R
‭Khan Gul v. Lakha singh (minor comes into a contract- remedy possible)‬
 ‭21‬

‭ judhia chauhan v.Chauhan Lal‬

A
‭Common law doctrine should be FOLLOWED‬

‭ ommon law- Money can’t be restored‬

C
‭Indian Law- money can be restored (sec 33 SRA )‬

‭ 8- minor contracts are void ab initio‬‭the person‬‭who provided the necessities to the‬
6
‭minor can claim the reimbursement‬

‭‬
● ‭ ext friend- minors can’t sue but next friend can CPC‬
N
‭●‬ ‭Ratification- giving assent‬
‭●‬ ‭Law of agency- a person can have an agent acting on his behalf‬

i‬
‭●‬ ‭Minor’s property can be sold by a guardian with the approval of the court‬
‭●‬ ‭Beneficial contract- minor can enter if its beneficial to him- court will enforce it (AT‬

ar
‭Raghavana Cheria v. O.A. Srinivasa)‬

‭ types of special contracts- valid in English law (beneficial contracts)- invalid in India (raj‬
2

w
‭rani v. prem adi)‬
‭1.‬ ‭Contract of service‬
‭2.‬ ‭Contract of apprentice (internship or minor learning skills)‬
Ti
‭ EC 19 ICA Coercion, fraud, undue influence and misrepresentation (mistake not covered)‬
S
‭Pledge- movable property‬
‭Mortgage- immovable property‬
e
‭ RAUD‬
F
‭ACTUS/ REUS (physical elements of a crime)‬
in

‭MENS REA (malicious intent)‬

‭CAVEAT EMPTOR (buyer beware)‬

sm

‭ ctive and Passive concealment‬

A
‭Passive concealment is not fraudulent, exceptions:‬
‭1.‬ ‭Insurance contracts based on UBERRIMA FIDUS (utmost good faith)-passive‬
‭concealment is fraudulent‬
‭Ja

‭2.‬ ‭Silence is equivalent to speech- active concealment is not fraudulent‬

‭ t the time of performance if there’s a change of circumstances they need to be informed‬

A
‭about‬
‭Half truth is fraudulent‬
‭A.‬ ‭False statement‬
‭B.‬ ‭Active concealment‬
‭C.‬ ‭Promise w/o intent to perform‬
‭D.‬ ‭Any act fitted to deceive‬
‭E.‬ ‭Anything fraudulent in the eyes of the law‬
‭53 TPA‬

‭MISREPRESENTATION‬
 ‭22‬

‭ .‬ U
A ‭ nwarranted information‬
‭B.‬ ‭Breach of duty w/o intent to deceive (defence for fraud)‬
‭C.‬ ‭Causing mistake as to substance- Innocent mistake‬

‭ IFF B/W 17&18‬

D
‭Intention‬
‭Knowledge‬
‭Fraud is also a TORT (of deceive)‬

‭ 9‬‭voidable‬‭contracts-‬‭fraud, coercion, mistake‬

1
‭Under fraud and misrepresentation- putting in a position if the claim was true‬
‭Exception- if you have the means to discover the truth. Misrepresentation does not affect‬

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‭consent‬

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‭rescission of contract not possible‬
‭1.‬ ‭By affirmation‬
‭2.‬ ‭lapse of time‬

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‭3.‬ ‭Acquisition of right by 3rd party‬

‭ 0 Void‬‭under the mistake as to matter of fact essential‬

2 Ti
‭22‬‭mistake by both sides of subject matter not void‬
‭21‬‭mistake of law= no mistake, if there is a law you‬‭should be aware‬
‭31‬‭contingent contract- insurance- secondary nature-‬‭buying insurance is primary and after‬
‭death it is secondary‬
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‭32‬‭happening of the contract positive‬
‭33‬‭not happening of an event being contingent- based‬‭on no happening of a contract‬
‭negative‬
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‭34‬‭if this event is a future conduct of living being-‬‭fiction by that the law will deem it the‬
‭impossible‬
‭35‬‭fixed time period attached‬
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‭36‬‭contingent contracts based on impossible act its‬‭void, it is immaterial whether the parties‬
‭are aware of the possibility or not (connected to 34)‬
‭23‬ ‭object- consideration can be same or different,‬‭what is forbidden by law, public policy-‬
‭non compoundable offences stifling witness, trading with an enemy nation is suspended‬
‭during a war & marriage brokerage & selling a public office‬
‭Ja

‭24‬‭Lowe v. Peers‬
‭25‬
‭26‬
‭27‬‭sale of goodwill- exceptions: rules by corporations‬‭and trade combinations- reasonable‬
‭restriction (UK inapplicable in india), exclusive dealing agreements (can sell surplus and‬
‭undefined quantity, if they result in non competitive practices they are invalid) & restraint‬
‭upon employees (i will work for you and not others)‬
‭55‬‭sale of partnership‬
‭27‬‭(a) extinguishes rights of party is void (b) agreement‬‭by way of which rights are limited to‬
‭a time period is void - limitation act stands‬
‭Partial restriction allowed-cpc action in breach of contracts- 3 approaches to a court (where‬
‭the contract is formed, where the contract is to be performed, where the party resides) eg:‬
 ‭23‬

‭ ovie ticket disputes can only be taken to a court given on the ticket. Arbitration agreements‬
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‭are valid‬
‭28‬

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 ‭24‬

‭ ISCHARGE OF CONTRACT/ TERMINATION OF THE CONTRACT‬

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‭ .‬
1 ‭Release of the parties to a contract.‬
‭2.‬ ‭When obligations come to an end, this ends legal validity‬
‭3.‬ ‭Best way of discharge is performance‬
‭4.‬ ‭PERFORMANCE 31-67‬
‭5.‬ ‭IMPOSSIBILITY 56‬
‭6.‬ ‭AGREEMENT 62-67‬
‭7.‬ ‭BREACH 39 & 73‬
‭8.‬ ‭Conditional contract (condition has to be fulfilled before entering into a contract,‬
‭certain and can be fulfilled “WHEN”) v. contingent contract (may/may not event in the‬
‭future, “IF”)‬

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