Task 1:

1.1:

According to Business Law course book, acceptance is reffered to an incompetent assent,

communicated to the party who offer by the party who receive the offer. The general rule
of communication of acceptance is that the acceptance has to be communicated to the
party who give the offer and it will not be effective if this is not done.

Waiver of communication: In some case, the offeror can dispense the communication of
acceptance and this type of contract is called unilateral contract. In unilateral contract, the
offer is created under the form of giving a promise to pay money in return for an act.

Prescribed mode of communication: The offeror can require exactly the form of
acceptance that (s)he wants to receive from the offeree. In the case that the offeror
stipulates one method as the only method that is accepted then the offeree has to reply by
required method or by other methods, which equally expeditious.

No mode of communication prescribed: The acceptance can be existed under any form
but it has to be ensured that the offeror can understand it if the offeree selects an
immediate communication method.

According to (Business Law Course Book)

1.2:

According to Investopedia, promissory estoppel operates to prevent a person to going

back on a promise that (s)he has made to another and then this person believes and relies
on that promise to his subsequent damages and lost and this promise should not be
enforced. (Investopedia.com) In general, there are three main factors are required to
apply promissory estoppel:

- A waiver of rights by one of the party who takes part in the contract.

- The other party has to depend on that waiver to some area.

- Some special or unusual situation. (Business Law - Chapter 5: Consideration -

Promissory estoppel)
Example: Tool Metal Manufacturing v Tungsten [1955] (E-lawresources.co.uk)

1.3:

According to Business Law Textbook, consideration in the UK law is one of four

important elements of a contract, it is related to the bargain of the contract. A contract is
made based on a reciprocation of promise and two parties who are take part in the
reciprocation both have to be a promisor and promisee. These two parties will receive
both benefit and detriment, which call Consideration.

There are three types of consideration in the contract which are Executed consideration,
Executory consideration and Past consideration.

Executed consideration is an act is performed to exchange a promise, Executory

consideration is giving a promise to exchange another promise. On the other hand, Past
Consideration is referred to anything which had been completed before the promise is
given.

If a contract is existing and one of two parties makes a further promise; or one of two
parties makes a promise that is concerned with the bargain in the past then it will be
counted as past consideration. (Consideration-Bussiness Law Textbook)

Example: Eastwood v Kenyon [1840] (webstroke.co.uk, 2014)

However, there are some exceptions of Past consideration. If the past

consideration is in one of three following cases, it can make the promise binding

- Previous request: If a party requires the other one to provide products/services, the
promise that made after the products/services are provided then the promise is binding on
them

- Business situation: If both two parties present an act in a business context and they both
understand that clearly then the past consideration is valid

Example:

Pao On v Lau Ying Long [1980] (Casebrief.wikia.com)

- If the past consideration has ability to create liability on Bill of Exchange under s 27
Bills of Exchange Act 1882, that past consideration is valid.

According to (Lawteacher.net)
Task 2:

2.1:

According to textbook, standard form contract is a standard written communication that

drawn up by large organizations. These organizations also arrange the terms in the
documents in order to contract with their customers. The customer have to take it or leave
it, not really “agree” to it.

Example: Schroeder Music Publishing Co Ltd v Macaulay [1974] (Wikipedia.org)

2.2:

Privity of contract relates to the relationship between two people who enter into a
contract. Third person has no right of action as (s)he does not privy to the contract.
(Business Law Textbook - Chapter 5 - 4: Privity of Contract)

There are two main rule in privity of contract. The first rule is that only the person who is
in a contract has rights and obligations under it.

Example:

Winterbottom v. Wright [1842] (CaseBrief.com)

The second rule is consideration has to move from promisee

Example:

Price v. Easton [1833] (Lawteacher.net, Price v Easton (1833) 4 B&Ad 433)

However, there are exceptions to the third party rule. If the contract brings delight in
something for both two parties in the contract and the third party such as family holidays,
maybe the contracting party can get back loss of benefit for the third party.

2.3:

An agreement will not be counted as a binding contract if two parties of the contract do
not have legal connections or they do not have ability to create the legal relations. When
a person takes part in a contract, (s)he has to have ability to understand absolutely what
(s)he is doing. Therefore, to protect them, the law defines that people who are under the
age of 18, are the minors.

The Minors’ Contract Act 1987 decides legal ability of Minors. There are three types of
contracts that can be existed between two parties including a minor one:
- A valid contract is bound normally.

- A voidable contract is bounded when the party who is the minor abolishes the contract.

- A contract is unenforceable until the minor ratifies it, meanwhile the other party is
bounded.

Based on s 3 Sale of Goods Act 1979, there are two types of contract that are valid and
binding on a minor: contracts for supply of necessary products/services and service
contracts for benefit of the minor.

-Contracts for supply of necessary products/service: In s 3 Sale of Goods Act 1979,

necessary products/services are the products/services that suitable to the minor’s life
condition and to his/her needs when the sale or service happening. Suitability is based on
living standard of the minor. If something is high quality but is used by the minor every
day, it is necessaries. If something is used for personal needs of minor (or people who has
close relationship with the minor such as wife, husband, child, etc.), it is not considered
as necessaries.

Example:

Robert v Grey [1913] (Coursehero.com)

- Service contract for the benefit of the minor: It can relate to education or training

Example:

Hamilton v Lethbridge [1912] (coursehero.com)

Voidable contract:

Partnership agreements, marriage agreements, purchase of shares or contracts related to

land are some examples of voidable contract. After reaching adulthood, (s)he may not
execute that contract. The contract remains binding except when he rejects it within a
reasonable time.

Example: De Francesco v Barnum [1890] (CourseHero.com)

Unenforceable contract of a minor:

An unenforceable contract is a contract in which a minor is not bounding while the other
party is bounded. If a contract is voidable and rejected or it is unenforceable and affirmed
by the minor, any assurance that is given by a capable person in the contract is still valid.
Moreover, a minor may have to return possessions that (s)he received under an
unenforceable contract. The minor has to take responsibility for his or her crime that
cause damages to others. However, (s)he will not take responsibility for torts in a contract
that (s)he is not bounded. (BusinessLawTextBook)

Example: Suraj Narayan v. SukhuAheer [1928] (Indiankanoon.org)

Task 3:

3.1.

Implied terms of the contract are the term that are not expressed in the contract but the
parties still have to perform. In English legal system, implied terms can be found in three
sources which are the Court, Custom or Statute.

The Court can be divided into two part: Implied in fact and Implied in law. Implied in
fact is created based on a meeting of minds that is not included in an express contract. It
is inferred as a fact from conduct of the parties that they are showing, surrounding
situation and their tacit understanding (wikipedia.com)

Example:

BP Refinery (Westernport) Pty Ltd v Shire of Hastings [1977] (Wikipedia.com)

Implied in law relates to policy and how parties in a contract should behave with a
specific type of contract

Example:

Shell UK v Lostock Garage Limited [1976] (E-lawresources.co.uk, Shell UK v Lostock

Garage Limited [1976] 1 WLR 1187 Court of Appeal)

The second way that terms can be implied into the contract is by Custom. It is referred to
the market or industry that the parties of a contract take part in. However, terms cannot be
implied into the contract if these terms are conflict to express terms.

Example: Afffreteurs Reunis Societe Anonyme v Walford [1919] (lawteacher.net)

The final way is by Statute. The purpose of the statues that rule certain areas is to give
effect to inferred aims of the parties. “Sale of Good Act 1979”, “Unfair Contract Terms
Act 1977” and “Supply of Goods and Services Act 1982” are some policies that affect
implied terms in the contract.

Example: Wilson v Best Travel [1993] (e-lawresources.co.uk)

3.2:

Liquidated damages clauses is a formula made by a party in a commercial contract to

decide damages payable for breaching the contract. This formula will be come into effect
if it is a genuine pre-estimate of loss. Meanwhile, penalty clause is quite similar to
liquidated damages clause but its purpose is to threaten the offending party to perform the
contract.

Example: Spiers Earthworks Pty Ltd v Landtec Projects Corp Pty Ltd [2012]
(Doylesconstructionlawyers.com)

3.3:

A misrepresentation is a claim that is not true compare to the fact. It can be made by one
of the party in the contract to make the other party enter the contract with him or her.
There are three types of misrepresentation. The first one is Negligent misrepresentation.
According to Misrepresentation Act 1976, it is a declaration made without reasonable
explanation to believe in its truth. Remedy for this type is that the party which is innocent
has the right to cancel the contract and require the other party to pay for his/her damages.

Example: Howard Marine v Ogden [1978] (E-lawresources.co.uk.)

The second type is Fraudulent misrepresentation. It is a statement that made despite the
fact that it is false. Remedies for Fraudulent misrepresentation are refusing to perform the
contract form innocent party’s role and cancel the contract. To gain the remedy, claimant
has to prove the misrepresentation breach of duty which arise from a special relationship.
(Business Law Course Book - Chapter 8 - 2.Misrepresentation)

Example: Ramsey J in Sear v Kingfisher Builders [2013] (Bailii.org)

The final type of misrepresentation is Innocent misrepresentation. It operates when the

representor can prove for the statement’s truth. Remedies for this type are refusing to
perform his or her part in the contract, canceling the contract or recovering the damages
instead of cancelling the contract. The claimant can only choose cancelling or recovering.

Example: Royscott Trust Ltd v Rogerson [1991] (Lawteacher.com)

Task 4:

4.1:

According to textbook, an offer is a promise that is bounded by specific terms. Moreover,

an invitation to treat is a sign of being received an offer from offeror to form a binding
contract, however it is not an offer. Advertisement is included in invitation to treat except
some advertisements that have to have some fully requirements to become an offer.

In the case law Carlill v Carbolic Smoke Ball Co [1893], the company published an
advertisement in which they claimed to pay £100 for anyone who contracts influenza
after using smoke ball three times per day for two weeks. They also deposited £1000 to a
bank to make a guarantee to show their sincerity. The guarantee showed their serious
purpose of the advertisement and their preparation for paying. Moreover, this
advertisement was shown publicly so that everyone could see it. Therefore, when Carlill
read the advertisement and purchased the smoke ball, the offer was made and both Carill
and Carbolic Company were bounded on the offer.

Otherwise, in Patridge v Crittenden [1986] case, Mr. Partridge advertised to sell birds on
a magazine and make a promise about the birds’ price. Crittenden then accepted the
advertisement but did not determine the number of birds, therefore, the offer was not
created. As a result, Patridge’s advertisement in the magazine was not an offer.

4.2:

Amazing Ads v Metropolitan Transport Company

The facts: Amazing Ads (AA) and Metropolitan Transport Company (MTC) had a
contract. According to the contract, all means of transport (more than 200 buses) of MTC
had to wear different ads from AA during five consecutive years. During the third year,
MTC put into operation 10 new buses and these 10 new buses had run without ads on
them for three weeks. AA sued MTC for breach of contract.

Decision: According to textbook, condition is very important to a contract and the

condition in the contract will go to the root of it. Warranty is not as important as
condition, it does not go to the root of the contract, and it depends on the agreement’s
purpose. In the case of Amazing Ads and Metropolitan Transport Company, the contract
does not fail because MTC has performed as its part in the contract in more than 2 years
(out of 5 years). Then MTC creates a new route and puts into operation 10 buses without
ads from AA. Such a minor breaches did not allow the claimant to repudiate, it is has to
be treated as breach of warranty. Moreover, in the contract, both AA and MTC did not
mention or intend this as a condition. Therefore, AA has no right to discharge the
contract and has to recover damages for MTC although AA can require to indemnify (if
they can prove any loss) for failure to wearing their ads on 10 new buses of MTC.

Task 5:

5.1:

Case law: In May 2017, Hai asked Dung to sell a car that is displayed in Dung’s
showroom for 750 million VND, but Dung just accepted the price of 850 million VND
for that car. Moreover, Dung wanted Hai to inform if he wanted to buy the car with that
price or not before May 30 so that Dung could sell to other customers. Until June 15, Hai
answered Dung that he would by the car for 850 million VND but he just could pay 750
million instantly, the remaining he will pay later on June 30. Although Dung agreed with
Hai’s condition but he just covered the car without replying Hai.

Decision: In this case, Hai gave an offer of 750 million VND to Dung. Then Dung wrote
a letter to offer another price, this is a counter-offer that has ability to terminate Hai’s
previous offer. Then Hai can dismiss or accept this counter offer. The case mentions that
Dung wanted Hai to replied him before May 30 which does not means that the counter-
offer will end before May 30, therefore, there was no specified time about time that the
counter-offer will end. Then Hai replied to Dung that he accepted the price that Dung had
offered but he also added that if he could pay instantly 750 million VND, the remaining
would be paid on June 30. Therefore, it is not conclusive, rather a request for information
because enquiry to changes of terms does not create acceptance or rejection. (Business
Law Course Book - Chapter 4- 4.4: Termination of offer). Hai’s reply was considered as
a new counter-offer including terms to deferred purchase that Dung purported to accept
by covering the car. According to Bulter Machine Tool CO v Ex-Cell-O Corp [1979], the
new counter-offer introduces new terms which is price, therefore the price is 850 million
VND. The act of covering the car of Dung was the confirmation that terms in Hai’s reply
was accepted. Therefore, there was a contract between Dung and Hai.

5.2:

According to Business Law book, there are two conditions that liability will not be
excluded which are death or personal injury. Moreover, the principle common law shows
that only injuries to a person or property that may foreseeable can make a duty of care,
injuries occurred by negligence will not arise a duty of care. In the case, the railway has
showed the conditions on the backside of ticket and the timetable that customers should
read Railway timetable that hang in the railway station and Railway company will not
take responsibility for any injury by negligence of customers. Then due to the old lady’s
failure to take care, she suffered a serious injure. The Railway Company could not
predict her injure on the platform, therefore, did not own her a duty of care. As a result,
Railway Company will not take responsibility for her damage as in the condition showed
on the station, then they will not have to indemnify her.

Task 6:

6.1:

In the case of Con Bo Vang Milk and Well-Mart, Con Bo Vang breached the contract
with Well-Mart and Well-Mart would win the case. According to course book, a tender to
supply series of goods/products will not be accepted until the first order is placed, it is a
standing order. In this case, Con Bo Vang Milk has delivered for Well-Mart for 6 months
which means that one order is placed so that there is an acceptance from Con Bo Vang
Milk, therefore, there is a contract between Con Bo Vang Milk and Well-Mart and both
parties are bounded by the contract. Moreover, each order placed in an individual
acceptance making a separate contract. In the tender, Con Bo Vang Milk said that they
would supply the number of products that Well-Mart might order from time to time,
which means Well-Mart does not place an order that lasts 2 years, it places different
orders within 2 years. Therefore, till the next order there is no contract between them and
Con Bo Vang can revoke its tender without fulfilling remaining order of 2 years period
althought it is in breach of contract because it does not fulfill the given order according to
the contract.

6.2:

Under section 12 of Sales of Goods Act 1979, the seller cannot sell the goods if the goods
do not have legal ownership provided by the seller. Moreover, implied terms by statute is
the terms that implied into the contract by statute. In the case of company A and B, they
have a contract in which there is a term that B will keep the ownership of the goods (raw
aluminum) until A pay all the money of the goods for B. However, because of financial
issue, A could not pay for last 1000 ton of raw aluminum that A had already received
from B. After that, due to rising in price of raw aluminum in the market, A sold it for
profit and then paid the price of 1000 on of raw aluminum for B. In this case, A sold the
goods without legal ownership as A did not pay for the last supply for B yet. It can be
seen that the contract between A and B was implied the terms under section 13 of Goods
Act. Therefore, A breached the contract. However, in the contract there is no mention
about obligation of payment, moreover, A had paid full price of the last supply for B,
thus A do not have to indemnify B anymore.