Agreement

Introduction

Every simple contract begins with **agreement**, and agreement is analysed through the twin doctrines of **offer** and **acceptance**. This chapter covers the first two of the five ingredients of a simple contract. You will learn how to distinguish an **offer** from an **invitation to treat** (shop displays, advertisements, price lists, auctions and tenders), the difference between **bilateral** and **unilateral** offers, the rules on **acceptance** (the mirror-image rule, battle of the forms, conduct and silence), the rules on **communication of acceptance** (instantaneous communications, the **postal rule** and electronic communications), and the **five ways** in which an offer can be terminated before acceptance. Agreement is the single most frequently examined topic in SQE1 Contract scenarios.

Assessment focus

The SRA FLK1 specification requires candidates to **analyse whether a contract has been formed** by applying the twin doctrines of offer and acceptance. Questions are single best answer questions (SBAQs) set in **realistic client-based scenarios**; you will be expected to **apply** the rules to short fact patterns rather than simply recall definitions. Expect questions that turn on whether a communication was an **offer or an invitation to treat**, whether **acceptance was communicated in time**, whether the **postal rule** applies, or whether an offer had **lapsed or been revoked**. Shop-display, postal-rule and battle-of-the-forms scenarios are recurring distractors. Certainty and completeness of terms, which also concerns agreement, is examined in Chapter 5 alongside capacity. This is a closed-book assessment — ensure you can recall the leading authorities and distinctions from memory.

Study tips

1) Memorise the **four categories** that are normally invitations to treat (shop displays, advertisements, price lists/catalogues, invitations to tender) and the leading **exception** (the unilateral advertisement to the world — *Carlill*). 2) Master the **shop-display sequence**: shop = invitation to treat; customer at the till = offer; cashier = acceptance. The shop is **never bound** to sell at a mis-marked price. 3) Distinguish a **counter-offer** (*Hyde v Wrench* — destroys the offer) from a **request for information** (*Stevenson v McLean* — offer survives). 4) For the **postal rule**, check in order: (i) is post reasonable? (ii) did the offer require receipt? (iii) was the letter properly posted? The rule does **not** apply to revocations. 5) Learn the **five ways** to terminate an offer with one authority each: revocation, rejection/counter-offer, lapse of time, death, failure of a condition. 6) Remember that a **unilateral offer cannot be revoked** once the offeree has commenced performance (*Errington*).