Fisher v Bell [1960] A shopkeeper displayed a flick-knife in his window.

The Restriction of Offensive Weapons Act 1959 made it an offence to offer such a knife for sale. The defendant argued that a display of anything in a show window is simply an offer to treat and this means that, under contract law, it is the customer who makes the offer to buy the knife. Here the court considered that Parliament knew the technical law, at Common Law, of the term 'offer'. In Adler v George ([1964] 2 QB 7) a conviction was challenged on the basis of what was an obvious miswording in the Official Secrets Act (1920). This Act made it an offence to obstruct a member of the armed forces ``in the vicinity of'' particular locations, but not actually ``in'' those locations. The defendant was actually inside an Air Force base at the time of the incident, which he clained was beyond the literal scope of the act. While it is fairly clear that this case exposes a defect in the drafting of the statute, not all such defects are so obvious. Frequently courts hasve to decide whehter statutes really mean what they purport to mean, or are simply badly worded. Heydon's Case (1584). This established the Mischief Rule (for an example of the Mischief Rule see Smith v Hughes) and gives a Judge more discretion than the Literal or Golden Rule. In Heydon's Case it was said there were four points a court should consider (these are paraphrased). (1) What was the common law before the making of the Act? (2) What was the mischief and defect for which the common law did not provide? (3) What is the remedy Parliament hath resolved? (4) The true reason of the remedy.

Then the Judges should suppress the mischief and advance the remedy.

Gorris v. Scott [1874] 9. L.R. (Exch.) 125 Author: Jim Facts: D, a ship owner, was carrying Ps sheep into Great Britain when a number of these sheep were washed overboard. P claims that this happened because D did not comply with Contagious Diseases Act which requires the ship owner to have separate dens for the animals on the ship. Issue: Can P recover for the loss of the sheep under the Act? Holding: NO Rationale: According to the court, looking at the Act, it is perfectly clear that its provision were all enacted with a totally different view; there was no purpose, direct or indirect, to protect against such damage, but, as is recited in the preamble, the Act is directed against the possibility of sheep or cattle being exposed to disease on their way to this country. If the sheep had contracted disease and P was suing for such damages, then D would have been liable for not complying with the Act. But in the current case, Ds noncompliance with the act resulted in a harm that the Act was never designed to protect against. 2002 Stafford v UK [2002] 35 EHRR 32 The European Court overturns Wynne and accepts that the reality of the mandatory life sentence is that detention after tariff expiry is only on dangerousness grounds, and therefore Article 5(4) is applicable to reviews by the Board as with all other lifers. 1994 Wynne v UK [1994] 19 EHRR 333

The Strasbourg court accepts the UK governments analysis of the mandatory life sentence, as it is a sentence of lifelong punitive detention, Article 5(4) is not engaged when such lifers are recalled. Bannerman v White (1861) The buyer of hops asked whether sulphur had been used in their cultivation. He added that if it had he would not even bother to ask the price. The seller assured him that it had not. Their assurance was held to be a condition of the contract. It was of such importance that, without it, the buyer would not have entered the contract. Brogden v. Metropolitan Railway (1877) Parties had traded with each other for some years. Railways sent draft contract. Brogdan inserted a clause and wrote "accepted" on it and sent it back. Dealings continued but then question of whether or not they had a contract. Yes because sending the draft was the offer and the acceptance was the act of returning it and continuing to trade. Balfour v Balfour (1919)2 KB 571 D, a civil servant in Sri Lanka, came to England with his wife (p) and later returned to Sri Lanke along, the wife returning to England for health reasons. The defendant promised to pay the wife 30 per month as maintenance, but failed to keep up the payments. The wife sued. The court held that the wife could not succeed because: 1. She provided no consideration for the promise to pay 30; 2. There was no intention to create legal relations. Where the parties were husband and wife, the onus was on the plaintiff to rebutt the presumption that in social and domestic arrangements there was no intention to contract.

Butler Machine Tool v. Ex-cell-o Corp. (1979) 1 AE 965 Butler Machine Tool made a quotation offering to sell a machine tool to the buyers for 75,535, with the delivery to be in 10 months' time. The offer was subject to certain terms and conditions which "shall prevail over any terms and conditions in the buyer's order". These conditions included a price variation clause stating that the machine would be sold at it's price on the day of delivery. The buyers placed an order and the order was stated tobe subject to conditions materially different from those put forward by the sellers and which made no provision for a variation in price. At the foot of the buyer's order there was a tear-off acknowledgement slip which stated "we accept your ordero n the Terms and Conditions stated thereon". The sellers completed this and returned it to the buyers with a letter stating that the buyer's order wasbeing entered in accordance with the sellers' quotation. When the sellers came to deliver the machine, there had been a price increase of 2,892 which the buyers refused to pay so the sellers brought an action against them claiming they were entitled to the increase in price under the variation clause. BUT the buyers contended that the contract had been concluded on the buyers' rather than the sellers' contract. HELD because the sellers had accepted by completing and returning the acknowledgement. Carlill v Carbolic Smoke Ball Company (1893) The defendants, the proprietors of a medical preparation called "The Carbolic Smoke Ball," issued an advertisement in which they offered to pay 100l. to any person who contracted the influenza after having used one of their somke balls in a specified manner and for a specified period. The plaintiff on the faith of the advertisment bought one of the balls, and ued it in the manner and for the period specified, but nevertheless contracted the influenzy:- HELD: affirming the decision of Hawkins, J that the above facts established a contract by the defendants to pay the plaintiff 100l. in the event which had happened; that such contract was neither a contract by way of wagering within 8 & 9 Vict c. 109, nor a policy within 14 Geo 3, c. 48, s. 2; and that the plaintiff was entitled to recover.

Couchman v Hill (1947) Plaintiff bought a heifer at an auction, and the catlogue described the animal as "unserved." The printed conditions of sale provided that the auctioneer "gave no warranty whatever" in respect of the condition or description of any animal. Before he bid for the heifer, plaintiff asked the auctioneer and the owner of the heifer to confirm that it was "unserved." Both replied in the affirmative. The heifer died within eight weeks of the sale as a result of carrying a calf at too young an age for breeding. HELD: by the Court of Appeal, that the verbal statements that the heifer was "unserved" overrode the conditions of sale, plaintiff was able to recover damages for breach of warranty. Combe v. Combe (1951) Birkett LJ was prepared to consider that High Trees case might apply to a maintenance agreement between a divorced husband and wife, which fell short of being a contract propert but which clearly resembled one. Also raised issue that the doctrine of promissory estoppel : "the doctrine operates "a shield not a sword"", that it is defensive in nature, not offensive. In this case his lordship expressed concern that the doctrine might be stretched too far and explicitly stated that it did " not create new causes of action where none existed before". Asquith LJ said that in Combe v. Combe the action was brought not on the promise but on an independent statutory right which the defendants were estopped from denying. Speaks of promissory estoppel and a waiver as though there was no difference. Central London property trust ltd v. High Trees House Ltd. (1947) K.B. 130 Defendants were renting a flat in London for 2,5000 a year. In 1940, due to war-time conditions and the bombing raids, only a few

flats were actually being rented out and the defendants could not afford the rent so it was reduced to 1,250. In September 1945 the plaintiffs wrote to the defendants claiming rent at the rate of 2,500 a year and they bought action claiming the full rent for the last two quarters of 1945. HELD - since the plaintiffs knew that their promise would be acted upon and it had been acted upon, it was enforceable despite the absence of consideration while the conditions giving rise to it continued to exist; and when they ceased to do so in 1945, the plaintiffs were entitled to claim full rent. DUNLOP PNEUMATIC TYRE CO v SELFRIDGE LTD (1915) AC 847: Modern English law favours Pollock's definition adopted by L Dunded in this case as "an act or forebearance of the one party or the promise thereof, is the price for which the promise of the other is bought and the promise thus given for value is enforceable." D&C Builders v. Rees (1966) The defendant owed the plaintiffs 482 for building work done. After failing to pay for several months, the defendant offered 300 of, in effect, nothing. The plaintiffs, as the defendant well knew, were in dire financial straits nd were compelled to accept. They subsequently sued for the balance. Lord Denning held that the defendant had held the plaintiffs to ransom by taking advantage of their financial predicament, that ther was no true accord between the parties and that accordingly the defendant could not rely on High Trees in his defence; it would not be inequitable for the plaintiffs to go back on their promise to accept 300 because it had been extracted by threats. Daulia v Four Mill Bank Nominees Ltd (1978) The plaintiffs wished to purchase property. They were told by the defendants that if they attend the next day at 10 am with a banker's draft for the deposit and a signed and engrossed contract, the defendants would exchange. The plaintiffs did this but the defendants refused to exchange because they had found another

purchaser at an increased price. HELD: the promise amounted to a unilateral offer, and since the plaintiffs had fulfilled the conditions they had accepted the offer. Dickinson v Dodds (1876) On Wednesday 10 June 1874 the defendant offered to sell his house to the plaintiff, stating that "this offer to be left over until Friday 9a.m." On the Thursday afternoon the plaintiff was informed by Berry that the defendant had been offering or agreeing to sell the property to Allan. The plaintiff therefore went to the house where the defendant was staying and left a formal written acceptance there (the evidence was that the defendant did not receive this document). On the Friday at 7 am, Berry, who was acting as agent for the plaintiff, found the defendant at the railway station, handed him a copy of the plaintiff's acceptance and stated its contents. The defendant had sold the property to Allan on Thursday 11 June. HELD: the offer might be withdrawn at any time before acceptance since there was no consideration for the promise to keep the offer open until 9 am. Had it in fact been withdrawn. JAMES LJ ..."It is to my mind quite clear that before there was any attempt at acceptance by the plaintiff, he was perfectly well aware that Dodds had changed his mind, and that he had in fact agreed to sell the property to Allan. It is impossible, therefore, to say there was ever that existence of the same mind between the two parties which is essential in point of law to the making of an agreement. I am of the opinion, therefore, that the plaintiff has failed to prove that there was any binding contract between Dodds and himself." Edwards v Skyways Ltd (1964) An airline pilot was offered a "golden handshake" (ex-gratia payment by his employers). They failed to pay so he sued. HELD: the employers said that the offer of the ex-gratia payment was not intended to be contractually binding.

ESSO Petroleum v Commissioners for Customs and Excise (1976) Esso supplied with "World Cup" coins. One coin was given to motorists with every gallon of petrol bought. The issue, so far as the customs and excise were concerned, was whether there had been a contract of sale. House of Lords decided by a 4:1 majority that there had been no sale. However, 3 members of the House of Lords thought that there was a contract with regard to the coins - c contract for supply - on the basis that ESSO had not discharged the burden of proving an absence of contractual intent. ESSO PETROLEUM V MARDEN (1976) In 1961, the plaintiffs' employee, with 40 years experience, calculated that the potentional throughput of a petrol station was likely to reach 200,000 gallons by the third year of operation of the station. The local planning authoriy refused permission for the pumps to front on to the street so they had to be placed at the back of the site. In 1963, the defendant, a prospective tenant for the petrol station, was given the same estimate of throughput by the plaintiffs' emploee. The defendant suggested that 100,000 to 150,000 gallons was a more likely figure, but his douvts were quelled by his trust in the greater experiences of the plaintiffs' employee. The defendant entered into a three-year tenancy. In the first 15 months the throughput was only 78,000 gallons. The losses continued, and eventually the plaintiffs cut off the defendant's supply of petrol because of non-payment. They sought possession of the station and moneys they were owed. The defendant claimed damages, inter alia, for breach of warranty as to the potentional throughput of the station. HELD: the statement was a contractual warranty because it was a factual statement on a crucial matter by a party professing to have special knowledge in order to induce the defendant to enter into the contract. This warranty was not a promise that the station would in fact have this throughput but a warranty that the forecast had been made with reasonable care and skill. The plaintiffs were liable in damages for the amount that the defendant had lost by being induced to enter the contract.

ESSO Petroleum v Commissioners for Customs and Excise (1976) Esso supplied with "World Cup" coins. One coin was given to motorists with every gallon of petrol bought. The issue, so far as the customs and excise were concerned, was whether there had been a contract of sale. House of Lords decided by a 4:1 majority that there had been no sale. However, 3 members of the House of Lords thought that there was a contract with regard to the coins - c contract for supply - on the basis that ESSO had not discharged the burden of proving an absence of contractual intent. Errington v Errington and Woods (1952) A father bought a house for his son and daughter-in-law to live in. He paid one third of the purchase price in cash and borrowed the remainder from a building society on mortgage. He told the son and daughter-in-law that if they paid the mortgage instalments, he would convey the house to them when the payments were duly complete. They duly paid the instalments. The father purported to revoke his offer to convey the house before the whole mortgage had been repaid. It was held that there must be a term implied into the offer that it would be irrevocable once performance had commenced.

Foley v. Classique Coaches Ltd (1934) F sold part of his land to a motor company on condition that the company would buy all their petrol from him. The agreement between F and the company laid down that petrol would be bought from F "at a price to be agreed by the parties in writing from time to time." The agreement also provided that in any dispute the agreement should be submitted to arbitration. The price was never agrred and the company refused to purchase the petrol. HELD: that there was a binding contract, and a method was provided by which the price could be ascertained,

namely by arbitration. An injunction was granted against the company restraining them from breach. Grist v Bailey [1967] Ch. 532 The plaintiff contracted to buy a house from the defendant for 850. Both parties believed that the existing tenant in the house had a legally protected tenancy under the Rent Acts and that the house therefore could not be sold with vacant possession. The market value of the house with vacant possession was 2,250. There was no such tenant and the plaintiff sought specific performance of the contract whilst the defendant tried to have it set aside for common mistake. Held by the Court of Appeal that the contract was voidable and should be set aside but upon terms that the defendant had to undertake to the court that he would allow the plaintiff to buy the house at its open market value with vacant possesion ( i.e. 2,500 ) if the plaintiff should still desire to make the purchase. Gibbons v Proctor (1891) On 29 May, the defendant instructed handbills to be printed offering a reward of 25 to the person who gave information, leading to the conviction of the perpetrator of a particular crime, to police Superintendent Penn. The plaintiff, a police officer, had already communicated the required information to a colleague, named Coppin, with instructions to forward it to Superintendent Penn. The information reached Penn on 30 May, which was after the time when the handbills had been distributed to police stations. HELD: the plaintiff was entitled to the reward. Coppin and Lennan were the plaintiff's agents for the purposes of conveying the information. The terms of the offer required the information to be given to Penn. The acceptance was the supply of the information to Penn, and at that time the plaintiff knew that a reward had been offered. Hoenig v Isaacs [ 1952 ] 2 All ER 176 The plaintiff agreed to decorate and furnish the defendant's flat for 750. The defendant was dissatisfied with the work and therefore

only paid 400. The plaintiff sued for the balance and as a defence the defendant claimed that as there had not been complete performance the plaintiff was not entitled to anything at all or alternatively that the plaintiff was only entitled to a quantum meruit and not the contract price. Held by the Court of Appeal that as the plaintiff had made substantial performance he was entitled to the full contract price less the cost to the defendants of remedying the defects in some of the furnishings ( assessed by the court at 55 ). Hong Kong Fir Shipping (1962) The charterers hired a ship for 24 months, "being in every way fitted for ordinary cargo service." The ship's machinery was quite old which meant that it required careful and adequate engine room staff. It did not have these and in fact the chief engineer was incompetent so the ship had many serious mechanical breakdowns and on the voyage at sea for eight and a half weeks the ship was off hire for five weeks for repairs and later had to go in for more repairs. The owners sought damages for wrongful repudiation. HELD although there was a breach of the charterparty because the ship was unseaworthy, seaworthiness was not a condition of the charterparty entitling the charter to terminate. The delay caused by the breakdowns and the repairs was not so great as to frustrate the commercial purpose of the charterparty. Hernbay Steamboat Co v Hutton (1903) 2 KB 683 (also a coronation case). D chartered a steam boat to (1) view naval review and (2) have a days cruise around the fleet. The naval review was cancelled because the coronation was cancelled but it was still possible to cruise around the fleet so the contract was not considered to be frustrated. Limitation on this - cannot claim it is frustrated if something makes it more burdensome or more expensive to one party.

Hardwick v. Johnson (1978) 1 WLR 683 The presumption against contractual intention is sometimes rebutted where the occupation of real property is concerned. Mother promised to buy a house for her son and daughter in law to live in. There was an arrangement that she would buy the house and they would pay her rent at 7 a week. The marriage broke down after one year. The monther tried to get possession of the house. The daughter-in-law offered 7 per week. The resulting agreement was held to be a licence for occupation. Lord Denning held it to be equitable and Lord Justices Roskill and Browne said it was contractual. Ingram v. Little (1961) Three old plaintiffs, the joint owners of a car, sold this to a man pretending to be a Mr. Hutchinson. He paid by cheque, which bounced and then sold the car on in good faith. The plaintiffs sought the return of the car or damages for its conversion. HELD: "since the plaintiffs had made an offer to the real P.G.M. Hutchinson, the rogue could not accept it." J. Ravriitzen A S v Wijsmuller B V , the Super Servant Two (1990) 1 Lloyds Rep 1 CA In the Super Servant Two the court did not shrink from concluding that the risk of over commitment fell on the defendants. Was the contract frustrated? NO because carriers had elected to continue to use SS II for another fixture. Should put in clause for what should happen if things go wrong. Jones v Padavatton (1969) 1 WLR 328 Jones offered a monthly allowance for her daughter to study in England. Her daughter gave up her job in America to go to England to take her Bar exams. She was not particularly successful. Jones bought a house in London and stopped paying the monthly

allowance. Jones allowed her daughter to live in the house and receive rent off the other tenants. Some years later Jones brought an action for possession. The daughter counterclaimed for breach of the agreement to pay the monthly allowance and/or provide her daughter with accomodation. HELD: first agreement could have been made with the intention to create legal relations but was only deemed for a resonable amount of time. The second agreement was only a family arrangement without any intention to create legal relations. Intention and consideration can be easily confused. It has been established that natural love and affection is not consideration recognised at law. That is why no consideration was provided for the wife in Balfour v. Balfour. The presumption against contractual intention is sometimes rebutted where the occupation of real property is concerned. Jones v Vernons Pools (1938) Plaintiff sued on a football coupon which was said to be binding in honour only. HELD: not entitled to recover. Krell V Henry (1903) 2 KB 740 Defendant pleased he was going to rent a room for the day to watch the coronation. Hire had price which reflected the market demant at the time. Coronation was cancelled. Contract was frustrated. Court of Appeal agreed - viewing of coronation was foundation from both parties point of view. Kingswood Estate Co v Anderson (1963) P, in order to obtain possession of the house (under the Rent Restriction Acts) the Plaintiffs offered the defendant alternative accomodation and agreed orally that the new tenancy would be for as long as she or her son lived. Four weeks after she moved the landlord served a notice to quit and sought possession. HELD: giving

up possession of the protected tenancy of the house and taking possession of the flat were sufficient acts of part performance and the oral contract was enforceable. Loftus v. Roberts (1902) L, an actress, ws engaged for a provincial tour. The contractual agreement provided that if the play came to London L would be engaged at a salary "to be mutually arranged between us." HELD: that there was no contract. This case may be distinguished from the Foley v Classique Coaches Ltd (1934), where although the parties themselves had not agreed the terms, they nevertheless agreed on a form of proceeding whereby the terms could be determined, as by conferring on a court of law or an arbitrator the power to fill in a term or gap in their agreement L'ESTRANGE V GRAUCOB (1934) The plaintiff bought an automatic cigarette vending machine from the defendants. She signed an order form which contained the following term in small print: "any express and implied condition, statement or warranty, statutory or otherwise not stated herein is hereby excluded." The defendants gave her a printed confirmation of this order. When the machine was delivered it did not work satisfactorily and the plaintiff sought damages for breach of the implied statutory term that the machine was fir for the purpose for which it was sold. The defendants sought to rely on the exemption clause, but the plaintiff argued that she had not read the order form and did not know what it contained. HELD: as the plaintiff had signed the written contract and had ot been induced to do so by any misrepresentation, she was bound by its terms. It was wholly immaterial that she had not read the document and did not know its contents.

Lloyds Bank v. Bundy (1975) Bundy, the defendant, had guaranteed his son's company overdraft with his house charged to the namk to secure progressively larger amounts. The son's business was in financial trouble. Bundy's solicitor had informed him not to commit more than 10,000 to his son's business as this would be greated than the value of the house but a new assistant manager called to see Herbert Bundy and took a letter for him to sign which increased the mount of the guarantee and charge up to an amount of 11,000. The assistant manager did explain the company's financial position but did not explain its accounts fully. Bundy signed the documents and six months later the bank stopped the overdraft facilities for the company that was still in trouble and proceeded to enforce the charge and guarantee against Herbert Bundy i.e. selling his house and an action for posession brought against him. The Court of Appela set aside the guarantee and dismissed the action against Bundy as

the bank should have advised the defendant to seek independant financial aadvice Failure to do so was a breach of the bank's fiduciary duty to the defendant the finding of undue influence was sufficient to dispose of the matter but Lord Denning went further in his judgment, raising the matter of "inequality of bargaining power".

Levison v. Patent Steam (1978) The owner of a carpet requested that it be picked up and taken for cleaning. When the cleaning company called for it, the owner was presented with a document containing exclusion clauses. He signed it,. The cleaning company took away the carpet and a further rug. The exclusion clauses were held to be incorporated into the contract, although they did not cover a fundamental breach. The reasoning is difficult to ascertain, although the Court of Appeal were unanimous.

Maddison v Alderson (1883) Mrs M was employed as a housekeeper to Mr A, a farmer, for a number years. A made an oral promise that if M would carry on working for the rest of A's life without wages he would be his will leave her a life interest in the farm. A made a will in those terms, but it was declared void. M sued, alleging part performance. HELD: that there were many reasons why M might have worked without wages. The work was equivocal; for example, she might have wanted a home. It did not follow that she was entitled to a life interest. specific performance of the oral agreement was refused on the grounds that the plaintiff's wage-free service up to the date of his death might have been for reasons other than contract. Now the requirements of part performance are more relaxed: The Moorcock (1889): Appellants agreed with the respondent to use the appellants' jetty and wharf to load and store cargo from the Moorcock. The riverbed was owned by a third party. It was beyond the appellants' control and they had taken no steps to ascertain whether it was safe for the ship to lie; as was inevitable at low water on each tide. The ship grounded and suffered damage because of the uneven river bed. HELD: that appellants were liable as the jetty could not have been used without the Moorcock grounding. In these circumstances the appellants were deemed to have impliedly represented that they had taken reasonable care to ascertain that the river bed adjoining the jetty was in such a condition as not to cause damage to the vessel. "What the law desires to effect by the implication is to give such business efficacy to the transaction as must have been intended at all events by both parties who are businessmen." Meritt v Meritt (1970) 1 WLR 1211 Husband, separted from his wife, agreed in writing to transfer the matrimonial home out of their joint names into her name alone, provided she paid off the remaining debt. The husband's promise

was held to be legally enforceable after his wife paid off the mortgage. HELD: first agreement could have been made with the intention to create legal relations but was only deemed for a resonable amount of time. The second agreement was only a family arrangement without any intention to create legal relations. Maddison v Alderson (1883) Mrs M was employed as a housekeeper to Mr A, a farmer, for a number years. A made an oral promise that if M would carry on working for the rest of A's life without wages he would be his will leave her a life interest in the farm. A made a will in those terms, but it was declared void. M sued, alleging part performance. HELD: that there were many reasons why M might have worked without wages. The work was equivocal; for example, she might have wanted a home. It did not follow that she was entitled to a life interest. Meritt v Meritt (1970) 1 WLR 1211 Husband, separted from his wife, agreed in writing to transfer the matrimonial home out of their joint names into her name alone, provided she paid off the remaining debt. The husband's promise was held to be legally enforceable after his wife paid off the mortgage. (This can be contrasted with Gould v Gould (1970)) Nicolene v. Simmonds (1953) There was an acceptance of an offer to sell a quantity of steel bars that stated "I assume that we are in agreement that the usual conditions of acceptance apply." There were no "usual conditions" operating between the party. The defendant failed to deliver and the plaintiffs brought an action for breach of contract. HELD that the clause specifying "usual conditions" was meaningless and could be severed from the rest of the contract wthout impairing the sense or reasonableness of the contract as a whole.

Denning LJ stated that "a distinction must be drawn between a clause which is meaningless and a clause which is yet to be agreed". He went on to say that "if one of the parties to a contract inserts into it an exempting condition in his own facour which the other side agrees and it afterwards appears that that condition is meaningless or is so ambiguous that no ascertainable meaning can be given to it, that does not render the whole contract a nullity." Pettit v Pettit (1970) AC 777 Observed that although many agreements (between husband and wife) were not intended to be legally binding, performane of such agreements might well give rise to legal consequences. Partridge and Critenden (1968) II All ER The plaintiff had advertised live birds for sale in a periodical. The plaintiff was charged with unlawfully offering for sale a wild live bird contrary to s. 6(1) and sch. 4 of the Protection of Birds Act 1954. It was held that the plaintiff could not be guilty of the offence and charged because the advertisment was an invitation to treat and not an offer for sale. Photo productions v. Securicor Transport Ltd (1980) The plaintiffs, factory owners, entered into a contract with the defendants whereby the defendants would patrol the factory at a cost of 8 15s per week. The contract was on the defendant's standard form which included the phrase "Under no circumstances shall the company (securicor) be responsible for any injurious act or default by any employee of the company unless such an act or default could have been foreseen and avoided by the exercise of due diligence on the part of the company as his employer; nor in any event, shall the company be held responsible for (a) any loss suffered by the customer through burglary, theft, fire or any other cause, except insofar as such loss is solely attributable to the negligence of the company's employees acting within the course of their employment ...."

One of the defendant's deliberately started a fire while patrolling the factory by discarding a lighted match. The flames spread and the factory was destroyed. The plaintiffs claimed damages from the defendants. The Court of Appeal applied the "fundamental breach rule" and held that the contract had been brought to an end so that the defendants were not able to rely on this clause as excluding their liability. The House of Lords allowed the defendant's appeal HELD: 1. It was not good law to say that on termination of a contract for a fundamental breach the contract terms came to an end. 2. The question whether and to what extent an exemption clause was to be applied to any breach of contract was a question of construction of the contract. 3. Normally, when the parties were bargaining on equal terms they should be free to apportion the risks they saw fit. 4. On their true construction, the words of the exclusion clause covered deliberate acts, and therefore the defendants were relieved from responsibility for breach of their implied duty to operate with due regard to the safety of the premises. Rawlinson v Ames (1925) Mrs A agreed orally to take a lease of Mrs R's flat. Mrs A requested Mrs R to carry out certain alternations which Mrs A supervised. Mrs A refused to complete, and when sued upon the contract pleaded the Statute of Frauds and the absence of a memorandum. HELD: that the alterations made by Mrs R at Mrs A's request clearly constituted acts of part performance and were "unequivocally referable to the contract." Accordingly Mrs A must comlete the contract by signing a proper lease.

Rose and Frank Co v J.R. Crompton Bros (1925) Commercial agreement: "This agreement is not entered into ... as a formal or legal agreement, and shall not be subject to legal jurisdiction in the law courts." Held: No legally enforceable contract existed. Sumpter v Hedges [ 1898 ] 1 QB 673 The plaintiff contracted to build two houses for the defendant for 565. The houses were to be built on land owned by the defendant. Unfortunately the plaintiff was only able to complete work to the value of 333 and then left the site. The defendant continued the work and completed the houses. The plaintiff sued for a quantum meruit award in respect of the work which he had completed. Held by the Court of Appeal that the plaintiff was not entitled to a sum equivalent to the work done because the defendant had no genuine choice as to whether to accept that work or not. The only way the defendant could proceed was to finish off the houses from the incomplete state that the plaintiff had left them in when he breached the contract and the defendant could not be taken to have accepted the breach ( thus entitling the plaintiff to a quantum meruit payment ) simply from this course of action. Solle v Butcher [1950] 1 KB 671 A flat was rented by the defendant to the plaintiff at a rent of 250 per year. Both parties believed wrongly that the rent on the flat was not subject to control under the Rent Acts because the legislation did not apply to new flats. However, the flat (which had been substantially restructured and renovated ) was held to be an old flat and thus subject to the Rent Act protection and the maximum rent was only 140 per year. The plaintiff (the tenant) sued to reclaim the rent he had overpaid in his first two years of occupation and the defendant ( the landlord ) counter-claimed by asserting that the lease was void for common mistake.

Held by the Court of Appeal : 1. The lease could not be void for common mistake at law because the mistake was as to quality and it was not sufficiently fundamental. 2. The lease could however be set aside in equity ( i.e. it was voidable ). The criteria relevant in determining the availability of this remedy were not clear though Denning LJ's view that it should be available whenever one party had gained an unconscientious advantage over another by way of a substantial common mistake has only survived in subsequent caselaw in so far as a substantial mistake of fact is necessary. 3. As equity is flexible the court was able to set aside the lease upon terms. The terms were that the plaintiff could either give up the lease or continue to stay in the flat at a rent of 250. Simkins v Pays (1955) 1 WLR 975 The defendant, her granddaughter and the plaintiff (a paying lodger) all entered weekly for a newspaper fashion competition in the defendant's name. There was no rule regarding the way in which the payments were paid. One week a prize of 750 was won. The defendant's refusal to share the prize, the plaintiff sued for a third. HELD: there was a joint enterprise to which the cash was contributed in the expectation of sharing any prize. The court could not establish offer or acceptance but said there was a "mutuality" about the arrangements. Schuler v. Wickman (1974) The respondent's were exclusive selling agents in the UK for the appellants' presses. The agency agreement provided: "it shall be a condition of this agreement that (the respondent) shall send its representative to visit (the siy largest UK motor manufacturers) at least once every week."

The respondents' committed some minor breaches of this term, and the appellants terminated the agreement, claiming that by reason of the term being a condition they were entitled to do so. The House of Lords held that the parties could not have intended that the appellants should have the right to terminate the agreement if the respondents failed to make one of the obliged number of visits, which in total amounted to nearly 1,400. The termination of the contract was viewed as unreasonable. Spiro v Glencrown Properties (1991) The question of whether an option to purchase land is within s2 of the LP(MP)A 1989 1989 arose. By a written agreement, the vendor of land granted anoption to purchase land. The option could be exercised the same day and take-up of the option was to be signalled by notice in writing giving the purchaser to the vendor or his solicitor. The option agreement was executed in two exchanged parts, each containing the agreed terms and each signed by the party or his solicitor and exchanged. The purchaser took up the option by written notice in the agreed manner, but failed to complete. HELD: that an option to buy land could be defined as a sale of land within the meaning of the Act. The relevant contract was the agreement creating the option which consisted of two exchanged parts, containing all relevant terms and duly signed by or on behalf of both parties. This duly complied with the requirements of s2 and the contract could not be set aside as unenforceable merely because the taking up of the option required some unilateral action on the part of the purchaer. Steadman v Steadman (1976) Up until Steadman v Steadman (1976) the law held that the mere payment by the plaintiff to the defendant did not amount to part performance, as the payment could be pursuant to an agreement other than that alleged.

House of Lords held that an oral contract agreement between a husband and wife that included an agreement to transfer land was enforceable under the doctrine of part performance because the plaintiff had paid the defendant 100 in compliance with one of the terms of the agreement. House of Lords held that an oral contract agreement between a husband and wife that included an agreement to transfer land was enforceable under the doctrine of part performance because the plaintiff had paid the defendant 100 in compliance with one of the terms of the agreement. SHANKLIN PIER LTD V DETEL PRODUCTS LTD (1951) Contractors were empployed by the plaintiffs, owners of a pier, to paint the pier. The contract permitted the plaintiffs to specify the paint the contractors were to use. The defendant company told the plaintiffs that the paint they manufactured, known as DMU, would be suitable for the work and that two coats would have a life of at least seven years. On the faith of these statements the plaintiffs instructed the contractors to use two coats of DMU, and the contractors purchased the paint from the defendants. In fact the paint only lasted 3 months. The plaintiffs brought an action in breach of contract against the defendants. The problem was that the plaintiffs were not party to the purchase contract between the contractors and the defendants. HELD: the plaintiffs could succeed because there was a collateral contract between the defendants and the plaintiffs that the paint would last at least seven years. The consideration for this contract was the plaintiffs' action in instructing the contractors to buy DMU from the defendants. Scammell and Nephew Ltd v. Ouston (1941) The respondents agreed to purchase a motor-van from the appellants. The respondents sent an order to appellants thus "this order is given on the understanding that the balance of the purchase price can be had on hire-purchase terms over a period of two years." A dispute arose and the appellants' defence was that there was no

contract until "hire-purchase terms" had been ascertained. HELD: that no precise meaning could be given to the clause as to "hire purchase terms". They were too vague, and as there was no previous trade practice between the parties to guide the court on what was meant, the contract failed. Thornton v. Shoe Lane Parking (1971) The plaintiff had parked his car in the defendant's automatic car park. At the entrance there was a sign setting out the charges and stating "all cars parked at customer's risk". As the defendant drove in, a light changed from red to green and a ticked was pushed at him by the machine. The transaction was analysed in terms of offer and acceptance by Lord Denning. Here the contract was said to be made before the notice was seen so that the contractual liability could not unilaterally be transferred back to the hotel guests. The plaintiff was not held to be bound by the notice displayed inside the premises. Wakeham v Mackenzie (1968) P had an agreement to move into the house with a widower and look after him until he died. P paid her share of coal and food in return that he would leave his house and belongings to her in his will. P gave up her tenancy of her flat and acted as his housekeeper. She received nothing in the will. HELD: giving up her flat and paying her share of the expenses as well as working as his house-keeper were sufficient acts of part performance as they pointed to and were consistent with the alleged contract. Walton Ltd v Walker Homfrays Ltd (1931) 1 Ch 274 Contract not frustrated because hotel owner had forseeability so it was a breach and he took the consequences. Woodar v. Wimpey (1980) A contract for the sale of land provided that on completion the purchaser should pay 850,000 to the vendor and also 150,000 to a third party. The vendor claimed damages of wrongful repudiation. In

fact, there was found to be no wrongful repudiation, but the House of Lords expressed the above views. At the same time, they suggested that the position at law might be unsatisfactory. The purchasers' motive in this case was to escape from an unprofitable transaction, but they honestly believed that they were entitled to the right they brought. A contracting party cannot recover damages for the loss sustained by the third party. White v. Carter (1962) The plaintiffs, advertising contractors, had a contract with the defendant who was a garage proprietor to display advertisments for the garage on litter bins for a period of three years. On the same day the defendant changed his mind and requested that the agreement be cancelled but the plaintiffs refused. The plaintiffs displayed the advertisments for 156 weeks and then claimed the contract price of 196 4s. HELD that the plaintiffs were entitled to carry out the contract and claim the full contract price. They were not bound to accept the repudiation and sue for the lost profit on the contract as their damages. Some were of the opinion that this was an unfair move of the plaintiffs and that there should have been no recovery of unwanted wasted expenditure and that the plaintiffs should have mitigated.