...RAYMOND KIPCHIRCHIR RONO BUSINESS LAW INVITATION TO TREAT Definition: An invitation to treat is a tool to get negotiations going and show the terms which one party may be willing to accept. It is a mere declaration of willingness to enter into negotiations, not like an offer as it has to be accepted so as to form a binding contract (a pre-offer communication). Situations that can be categorised as invitation to treat: * Display of items - A mere display and qutation of a price does not constitute an offer, it is an invitation to treat. Offer and acceptance takes palce at the cashier when a customer offers to buy and a cashier accepts the offer. * Advertisements – advertisements are invitations to treat, so the person advertising is not compelled to sell to every customer. * Auctions - The holding of a public auction will also be regarded as an invitation to treat. Auctions are, however, a special case generally. The rule is that the bidder is making an offer to buy and the auctioneer accepts this in whatever manner is customary, usually the fall of the hammer. A bidder may withdraw his or her bid at any time before the fall of the hammer. The placing of goods in the auction is an invitation to treat. * Tenders – An advertisement for a tender is an invitation to treat. A tender for specific goods or services is an offer and when the person requesting the tender accepts, it is a biding acceptance. If the tender for a request is not specific but...
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...of contract The objectives of element of contract are to explain the requirement of a valid offer and acceptance which lead to the formation of a contract provided other essential elements, In other word intention to create legal relations and ,in most cases, consideration are also present. problem also arise in connection with the need for writing in some cases and the capacity of the parties. That it decides that where an offer is in the form of a promise for an act, the performance of the act is the acceptance and that offers of this type may be made to a particular person or to the world at large ,In other word to any unmentioned person or persons. Definition of contract A contract may defined as an agreement enforceable by law between two or more persons to do or abstain from doing some act or acts, their intention being to create legal relation and not merely to exchange mutual promises. I order to decide whether a contract has come into being, it is necessary to establish that there has been agreement between the parties .In consequence, it must in general be shown that an offer was made by one party(called the offeror )which was accepted by the other party(called the offeree).i Offer is one of the elements that make for a valid contract, and is the main focus of our lesson.there are six elements to a contract. These elements include, offer, acceptance, consideration, capacity, form a contract Offer Offer is an announcement of a person willing to enter into...
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...Contract by Tender The request for tenders represents an invitation to treat and each tender submitted amounts to an offer unless the request specifies that it will accept the lowest or highest tender or other condition. If the request contains such a condition this will amount to an offer of a unilateral contract where acceptance takes place on performing the condition: Spencer v. Harding Law Rep. 5 C. P. 561 Case summary Auctions Where an auction takes place with reserve, each bid is an offer which is then accepted by the auctioneer. Where the auction takes place without reserve, the auctioneer makes a unilateral offer which is accepted by the placing of the highest bid: Heathcote Ball v Barry [2000] EWCA Civ 235 Case summary Machines The machine represents the offer, the acceptance is inserting the money: Thornton v Shoe Lane Parking [1971] 2 WLR 585 Case summary Termination of offers An offer may be terminated by: 1. Death of offeror or offeree 2. Lapse of time An offer will terminate after a reasonable lapse of time. What amounts to a reasonable period will depend on the circumstances. Ramsgate Victoria Hotel v Montefiore (1866) LR 1 Ex 109 Case summary 3. Revocation An offeror may revoke an offer at any time before acceptance takes place: Dickinson v Dodds (1876) 2 Ch. D. 463 Case summary This may not apply in unilateral offers where acceptance requires...
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...to treat without suffering legal penalties. This allows people to make preliminary negotiations without having to commit, creating an opportunity for making business deals without obligations that might discourage parties from exploring the deal. For example, a price tag in a store window is considered an invitation to treat in many areas of the world. It is not a binding offer. A customer can approach and ask to bargain down the price and negotiations may be carried out. The store can also refuse to sell the item, falling back on its right to refuse services because it has not entered a contractual obligation with the customer. This is true even when stores promise ‘special offers’ or price-matching programs. In a book contract law, second edition by Mindy Chen-Wishart state that no offer is made when a party communicates his proposed terms unless he also communicates his commitment to be bound on the other’s acceptance of the terms. A communication may only be a request for a supply of information, not an offer. For example, in Harvey v Facey (1893), H sent a telegram to F asking ‘will you sell us Bumper Hall Pen? Telegraph lowest cash price.’ F replied ‘Lowest price for Bumper Hall Pen, $900’ and H purported to accept this ‘offer’. The Privacy Council found no binding contract because F merely supplied information in response to H’s request but no evinced no clear intention to be bound by H’s acceptance. The book also state that a party’s words or conduct...
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...been paid. Upon failure of the petitioner to pay the judgment obligation, a writ of execution worth P63,130.00 was issued levied on the personal properties of the petitioner. Before the date of the auction sale, petitioner deposited with the Clerk of Court in his capacity as the Ex-Officio Sheriff P50,000.00 in Cashier's Check of the Equitable Banking Corporation and P13,130.00 in cash for a total of P63,130.00. Private respondent refused to accept the check and the cash and requested for the auction sale to proceed. The properties were sold for P50,000.00 to the highest bidder with a deficiency of P13,130.00. Petitioner subsequently filed an ex-parte motion for issuance of certificate of satisfaction of judgment which was denied by the respondent Judge. Hence this present petition, alleging that the respondent Judge capriciously and whimsically abused his discretion in not granting the requested motion for the reason that the judgment obligation was fully satisfied before the auction sale with the deposit made by the petitioner to the Ex-Officio Sheriff. In upholding the refusal of the private respondent to accept the check, the respondent Judge cited Article 1249 of the New Civil Code which provides that payments of debts shall be made in the currency which is the legal tender of the...
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...the loan becomes due. Can James sue Ah Heng? What if instead of lending money James sold Ah Heng pirated CDs on credit terms and Ah Heng now refuses to pay? Answer: Introduction In this case, James won some money on Toto and wants to invest it to get maximum results by lending money to people. However, Ah Heng does not pay up when the loan becomes due. From the eyes of the law James is required to obtain a money lending licence to lend money to people legally. However, since James did not have a money lending licence, the contract can be deemed illegal depending on whether the purpose of the licence was used to raise revenue for the government or to protect the public. Example Case Law: Smith v Mawhood A tobacconist had to obtain a licence and have his name painted on the place of business. However, he did not do so and tried to sue a customer to recover the price of tobacco he sold at. Judgement: The purpose of the licence was to raise revenue for the government and hence the contract was not illegal, which allowed the tobacconist to recover the money from the customer. Example Case Law: Cope v Rowlands A broker had to obtain a licence in order to start a business. However, he did not do so and tried to sue a customer whom failed to pay. Judgement: The purpose of the licence was to protect the public and hence the contract was deemed illegal where the broker could not...
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...1. Invitation to Treat v. Offer to the World at Large A contract may be defined as ‘a promise or set of promises which the law will enforce’ or as ‘an agreement giving rise to obligations which are enforced or recognized by law’ . An ‘offer’ is an expression of willingness to contract made with the intention (actual or apparent) that it shall become binding on the person making it as soon as it is accepted by the person to whom it is addressed . An offer may be addressed either to an individual or to a specified group of persons or to the world at large; and it may be made expressly (by words) or by conduct. A communication by which a party is invited to make an offer is commonly called an ‘invitation to treat’. It is distinguishable from an offer primarily on the ground that it is not made with the intention that it shall become binding as soon as the person to whom it is addressed simply communicates his assent to its terms. A statement is clearly not an offer if it expressly provides that the person who makes it is not to be bound merely by the other party’s notification of assent but only when he himself has signed the document in which the statement is contained . Apart from this type of case, the wording of the statement is not conclusive: it may be an invitation to treat although it contains the word “offer” ; while a statement may be an offer although it is expressed as an “acceptance” , or although it requests the person to whom it is addressed to make an “offer”...
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...agreement usually lacks one or more of the essential elements that are required to be present in order to form a valid contract that will be considered legally enforceable by curt of law. Contract outline, the terms of the relationship that should be formed between two parties to the contract. An agreement also outlines the terms of relationship between the two. However, the difference is that the contract outline is far more rigid than that of a contract. The essential difference between an agreement and a contract is that usually an agreement will only modify a contract that is already in place but does not place an obligation on either one of the parties to provide consideration to the other party, which a contract requires. A contract can be involve in the exchange of promises between the parties to the contract, while an agreement may simply involve one party accepting the offer from another party. The approach taken by the Contracts Act 1950 (Revised 1974) to distinguish between agreement and a contract was noted by the Supreme Court in the case, Beca (Malaysia) Sdn Bhd v Tan Choong Kuang & Anor [1986] 2 MLJ 390. It was held that there is a distinction between an agreement and a contract. The word ‘contract’ has at times been loosely used in the past. We are used to the English common law which does not make the distinction between the two terms as our section 2 of the Contracts Act 1950 (Revised 1974). An agreement is defined in S.2(e) as “every promise and every...
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...Contractual agreement has traditionally been analysed in terms of offer and acceptance. One party, the offeror, makes an offer which once accepted by another party, the offeree, creates a binding contract. Key concepts that are needed to familiarise with in relation to offer and acceptance include the distinction between an offer and an invitation to treat – is needed to be able to identify specific examples of where an offer or an invitation to treat exists. If the maker of the statement clearly intends to be bound by acceptance of the stated terms the statement will amount to an offer. In Harvey v Facey [1893] ,Harvey sent a Telegram to Facey which stated: - "Will you sell us Bumper Hall Pen? Telegraph lowest cash price-answer paid;" Facey replied by telegram:- "Lowest price for Bumper Hall Pen £900." Harvey then replied:- "We agree to buy Bumper Hall Pen for the sum of nine hundred pounds asked by you. Please send us your title deed in order that we may get early possession." The Privy Council held that there was no contract concluded between the parties. Facey had not directly answered the first question as to whether they would sell and the lowest price stated was merely responding to a request for information not an offer. There was thus no evidence of an intention that the telegram sent by Facey was to be an offer. An invitation to treat, on the other hand, is merely an invitation for customers to submit an offer. While it indicates a willingness to...
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...------------------------------------------------- CORPORATE LAW ASSIGNMENT NO. 1 March 24, 2015 Ujala Liaqat BBA-2K11 (SECTION A) March 24, 2015 Ujala Liaqat BBA-2K11 (SECTION A) WHAT IS THE DIFFERENCE BETWEEN OFFER AND INVITATION TO TREAT? An offer is a statement of the terms which the client (the offeror) is prepared to be contractually bound. The offer must be complete, specific and capable of being accepted. It must include the fundamental terms of the agreement with the intention that no further negotiations are to take place. Client offer contractor the work and therefore the contractor must carry out the work under the client’s terms and conditions. It is possible to make a conditional offer. The effect of this is that an offer cannot be accepted if the condition has not been satisfied. For example the client requires the contractor to have a specific tool or machine before an offer can be made. Termination of offer: * The offer is withdrawn or revoked at any time prior to acceptance provided there has been communication between the client and the contractor; * The client making the offer dies; * Failure of a condition. An invitation to treat is different to an offer as it only invites the party to make an offer and it is not intended to be binding. The contractors are invited to bid on the job, by calculating the total work cost and to have the tenders submitted in a specified time. The main difference between this situation and an auction is that person submitted the tender, does so in...
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...THE JOURNAL OF FINANCE • VOL. LV, NO. 6 • DEC. 2000 Hostility in Takeovers: In the Eyes of the Beholder? G. WILLIAM SCHWERT* ABSTRACT This paper examines whether hostile takeovers can be distinguished from friendly takeovers, empirically, based on accounting and stock performance data. Much has been made of this distinction in both the popular and the academic literature, where gains from hostile takeovers result from replacing incumbent managers and gains from friendly takeovers result from strategic synergies. Alternatively, hostility could ref lect strategic choices made by the bidder or the target. Empirical tests show that most deals described as hostile in the press are not distinguishable from friendly deals in economic terms, except that hostile transactions involve publicity as part of the bargaining process. THE PERCEPTION OF HOSTILITY in American takeovers has had important connotations in both the popular and the academic literature. Unwelcome bids are often perceived to threaten at least some of the stakeholders in target corporations, leading to extensive defensive reactions by the management of the target firm. In contrast, friendly takeovers are often seen to create synergies that make both the bidder and the target firm better off ~see, for example, Mørck, Shleifer, and Vishny ~1988, 1989!!. The distinction between hostile and friendly takeovers is also important if removing an inefficient target management team creates the gains from hostile takeovers...
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...&operation=go&searchType=0 &lastSearch=simple&all=on&titleOrStdNo=0012-7086 FAIRNESS OPINIONS: HOW FAIR ARE THEY AND WHAT CAN BE DONE ABOUT IT? LucIAN ARYE BEBCHUKt AND MARCEL KAHAN* INTRODUCTION Fairness opinions have become a regular feature of every major corporate control transaction. Whether in negotiated mergers,1 freeze-out mergers, 2 hostile tender offers, 3 friendly tender offers,4 self-tenders, 5 leveraged buyouts, 6 negotiated share repurchases, 7 or negotiated sales of treasury stock,8 directors seek the blessing of investment banks before approving transactions or adopting defensive measures. These banks give their blessings in the form of fairness opinions, which usually consist of short letters that state an opinion about whether a proposed transaction is "fair" or "adequate." 9 In addition, the banks often give presentat Professor of Law, Harvard Law Schaool; Faculty Research Fellow, National Bureau of Economic Research. * Visiting John M. Olin Scholar, fall 1988, Harvard aw School; Associate, Kramer, Levin, Nessen, Kamin & Franke. For financial support, both authors are grateful to the Harvard Law School Program in Law and Economics, which is funded by the John M. Olin Foundation. Lucian Bebchuk's work was also supported by the National Science Foundation. The authors thank Irene Khaitman for her helpful research assistance and Andrew...
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...BACKGROUND OF THE CASE The matter at hand came before the Honorable Supreme Court of India in the form of a Special Leave Petition under Article 136 of the Constitution of India, 1950 from the decision of the High Court of Punjab & Haryana. This case has had a serpentine history, beginning from the institution of a suit in 1965 in the lower court, going in appeal to the Division Court, from there in second appeal to the Single Judge of the High Court of Punjab & Haryana who referred it to the Division Bench of the High Court, and then finally being disposed by the Honorable Supreme Court of India in 1990. The case assumes importance as it relates to some very important questions of law, which were finally put to rest by this judgment of the Honorable Supreme Court of India. This matter deals with the question of the jurisdiction of the civil courts in matters of Land Revenue. The other question that has been deliberated upon in this matter is as regards to the nature of Section 85 and Section 86 of the Punjab Land Revenue Act, 1887. These Sections being analogous to Rule 84, 85, and 86 of the Code of Civil Procedure, 1908 have been interpreted in light of the interpretation afforded to these Rules of the Civil Procedure Code, 1908. FACTUAL MATRIX OF THE MATTER At the heart of the dispute was the allegation that Sardara Singh had been appointed as the substitute Lambaradar on 8th November, 1957 for District Ferozpur replacing the previous substitute, Hardit Singh (the...
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...price, in terms of money or its equivalent. Kinds of contract of sale 1. Absolute - This refers to a contract of sale that is not subject to any condition or does not require any condition for the transfer of ownership. 2. Conditional - This refers to a contract of sale that contemplates contingency, or is subject to a condition. It follows then that the delivery of the determinate thing does not necessarily transfer ownership, unless the contingency or condition is fulfilled. Article 1475 The contract of sale is perfected at the moment there is a meeting of minds upon the thing which is the object of the contract and upon the price. From that moment, the parties may reciprocally demand performance, subject to the provisions of the law governing the form of contracts. (1450a) Article 1476 In the case of a sale by...
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...er and acceptanceOffer(i.e. Proposal) [section 2(a)]:-When one person signifies to another his willingness to do or to abstain from doing anything, with a view to obtaining the assent of that other person either to such act or abstinence, he is said to make a proposal. To form an agreement, there must be at least two elements – one offer and the other acceptance. Thus offer is the foundation of any agreement. “When one person signifies to another his willingness – 1 to do or to abstain from doing anything, 2 with a view to obtaining the assent of that other to such act or abstinence, he is said to make a proposal.” The person who makes an offer is called “Offeror” or “ Promisor” and the person to whom the offer is made is called the Offeree” or “Promisee”. Example Mr. A says to Mr. B, “Will you purchase my car for Rs.1,00,000?” In this case, Mr. A is making an offer to Mr. B. Here A is the offeror and B is the offeree. Essentials elements of an offer:- (1) There must be two parties. (2) The offer must be communicated to the offeree. (3) The offer must show the willingness of offeror. Mere telling the plan is not offer. (4) The offer must be made with a view to obtaining the assent of the offeree. (5) A statement made jokingly does not amount to an offer. (6) An offer may involve a positive act or abstinence by the offeree. (7) Mere expression of willingness does not constitute an offer. A tells B’ that be desires to marry by the...
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