CONDITIONAL CONTRACTS

Conditional Contracts

Conditional Contracts

Referring to Simon's case a sale may be negotiated through instituting an invitation to treat, as revealed in Partridge v Crittenden [1968]. A final unqualified expression of assent to all terms in a contract would be construed if an order had been sent, although expression of intent must be precisely related to the offer, providing evidence of it being unequivocal and unconditional. A telephone call from the buyer, in which the seller agrees to verbally sending the goods shows clear intent to accept the offer, more than just an acknowledgement of the offer. However, it was determined in Holwell Securities v Hughes [1974] that acceptance must be communicated to the seller. The Postal Rule is revealed in Adams v Lindsell [1818] where confirmation is considered an unconditional acceptance as the contract is effective from the instant of posting, even if wrongly addressed. (McKendrick, E 2003 Pp. 67-69)

This is not, however, the case with instant communication sources such as email, text messaging, fax, or telephone calls if sent within office hours. A text message sent, but deleted prior to being read by the recipient would still be considered to have been received, clarified by Lord Denning in Entores [1955]. Equally effective would be a withdrawal if received, but not acted on, due to possible negligence, as ruled in Brimnes [1975] . Acceptance must, however, be unequivocal and unconditional, although a conditional acceptance is considered to show intent, as in a request for staggered delivery which was construed in Stevenson, Jacques & Co v McLean [1880] as an enquiry not a counter offer. Silence on the part of the buyer has been ruled as having no basis for assuming an acceptance, as revealed in Allied Marine Transport Ltd . In 1985, the House of Lords delivered their verdict on the case of Street v Mountford, and thereby ushered in a monumental change to the landscape of the law of property. The case concerned an agreement between the parties granting a right to occupy two rooms. The agreement was subject to notice period to quit of 14 days. The parties called the agreement a 'licence agreement'. Briefly, it was a highly significant decision from the point of view of lessees (those who enjoy occupation by virtue of a lease) because it prevented landlords from seeking to avoid granting their lessees the protection afforded them by the Rent Acts. The case contradicted (and therefore disproved in the highest court) the earlier case on a similar issue of Somma v Hazelhurst, in which the court emphasised the intention of the parties. If this case had been followed in Street v Mountford, there would have been a very different outcome. The intention of the parties, at the outset, at least, was for the agreement to constitute a mere licence as opposed to a lease (therefore not covered by the protection of the Rent Acts; a preferable position for an unscrupulous landlord to be in). Since Street v Mountford, then, and following that case, the ...