...directors or to a majority shareholder under the company’s Articles of Association. For these companies, removing a director will be a relatively straightforward matter, usually requiring the board or majority shareholder to simply serve written notice on the director in question. For companies which do not have these powers enshrined in their Articles, company law provides a statutory procedure to allow shareholders to remove a director by passing an ordinary resolution at a general meeting of the company. Statutory Procedure The procedure for removing Ian by ordinary resolution is set out in sections 168 and 169 of the Companies Act 2006. A shareholder wishing to propose a resolution to remove a director must give special notice of his intention to the company. On receipt of the special notice from the shareholder, the board of directors of the company must call a general meeting of the company to consider the proposed resolution, to take place no earlier than 28 days from the date the company received the special notice. Notice of the...
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...exist. Intention to Create Legal Relations From an objective perspective it can be seen that a reasonable person in Sam’s position would not have had the intention to create legal relations with David. Although this may have been undertaken as a business transaction during the initial contact, it was a social and private arrangement at the time the offer was made. It is also a legal presumption that agreements made in a social environment are not be legally binding[1]. The case of Dietrich v Dare (1980) 54 ALJR 388[2], further illustrates this presumption, where no intentions of a legally binding agreement could be determined. Agreement- Offer and Acceptance “An offer is an undertaking by the offeror made with the intention that it will bind the offeror as soon as it is accepted by the offeree”[3] It can be seen here that Sam had made the offer to David at the end of the phone conversation. The offer met the required rules as set out in Latimer[4] such as the offer being communicated directly to David as well as being made obvious that it was an offer and not an invitation to treat. David had then accepted the offer the following week when he rang Sam to organise the internet connection. The acceptance of the offer met the rules of acceptance as set out in Latimer[5] including acceptance was made to an offer that is known to exist to both parties; acceptance was also unqualified as there were no further questions and furthermore the acceptance was of a legal nature...
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...Intention to create legal relations Statement of the Rule To create a contract there must be a common intention of the parties to enter into legal obligations, mutually communicated expressly or impliedly (Rose and Frank Co v JR Crompton & Bros Ltd). It is open for the parties to use express language to indicate an intent (or lack of) to impose legal obligations on each other. Alternatively, this intention can be impliedly from the circumstances. The courts use an objective test in making a determination about the intention of the parties. In making an objective determination of the parties, intention the court looks at the surrounding circumstances and asks if a reasonable person would regard the agreement as intended to be binding. Domestic and social relationships Presumption The presumption is that domestic and social agreements are not intended to have legal force. Rebutting the presumption The presumption can be easily rebutted for example if parties who are in a familial relationship are contracting in a business context or if a husband and wife enter into an agreement in circumstances in which they are no longer living in harmony. Similarly, if the words used in the contract indicate a legal intention, the presumption that may otherwise have arisen may be rebutted. Case Examples a) Husband and Wife (Balfour v Balfour) Parties intended involved in a domestic relationship, will generally not have intended legal consequences to follow their arrangement...
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...As a Legal consultant for TAMs College-an Educational institution based in UK, below are some of the basic legal issues the management and partners need to know in order to form a valid contract. A contract is an agreement reached between two or more parties which is legally enforceable when executed in accordance with specific requirements. For a contract to be legally binding, the following concepts must be present: Offer Acceptance, Intention to create legal relations, Consideration Offer-an offer is a communication of readiness to do something by offeror which, if followed by the unconditional acceptance of another party (offeree) would results in a contract. For example, if TAM college promise 15% tuition fee discount to all her students who pay full tuition fee during registration, that amount to an offer and it is valid for a reasonable length of time before the offeror cancel it. Acceptance-There is no contract until the offer is accepted by the person to whom the offer is addressed ("the offeree") acceptance of an offer is unconditional agreement to all the terms and conditions of that offer. Acceptance could be express orally, written or by conduct (performance) for instance, the offer by TAM College to give 15% discount on tuition would be deem to have been accepted if any student pay full school fee at the point of registration. It is important note that If the method of acceptance is not specified by the offeror, then the following rules may apply...
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..........2 2.1.1 The definition of an offer .......................................................2 2.1.2 Two types of offer.................................................................2 2.1.3 Rules relating to offer ..........................................................3 2.1.4 An offer distinguished from an "invitation to treat".............3 2.2 Acceptance.......................................................................................3 2.2.1 The concept of acceptance ...................................................3 2.2.2 Rules relating to the acceptance............................................4 2.3 Intention to create legal relations........................................................4 2.3.1 what is called “ Intention to create legal relations”..................4 2.3.2 Two kinds of agreement.........................................................5 2.4...
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...SUMMARY…………………………………………………………………..3 INTRODUCTION……………………………………………………………………………4 CASE STUDY 1: OFFER AND ACCEPTANCE…………………………………………5 CASE STUDY 2: CONSIDERATION……………………………………………………..6 CASE STUDY 3: INTENTION TO CREATE LEGAL RELATION……………………..7 CASE STUDY 4: contractual terms……………………………………………...……7-8 CASE STUDY 5: exclusion clause……………………………………………………8-9 CASE STUDY 6: Tort of negligence …...……………………………………………9-11 CASE STUDY 7: vicarious liability……………………………………………………12. REFERENCE LIST………………………………………………………………………..13 EXECUTIVE SUMMARY CASE STUDY 1: OFFER AND ACCEPTANCE This case involves term such as: offer, acceptance offer, difference between offer and treat, invitation of treat and acceptance of an offer by post. CASE STUDY 2: CONSIDERATION This case of study involves terms such as: part payment, principle of promissory estoppel Pinnels case (1602) and foakes beer (1884). CASE STUDY 3: INTENTION TO CREATE LEGAL RELATION This case of study involves terms such as: intention to create legal relation, domestic contract, social contract and commercial contracts. CASE STUDY 4: contractual terms This case of study involves terms such as: meaning of contractual terms, representation, types of contractual terms. CASE STUDY 5: exclusion clause This case of study involves terms such as: meaning of exclusion clause and legal rules governing the legality of the exclusion clause. CASE STUDY 6: Tort of negligence This case of study involves terms such as: Hedley Byne and Co ltd Heller and...
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...Introduction The purpose of this assignment is to present our knowledge of the laws of contract and the various legal principals arising in each case. Explaining and applying the 4 basic elements of a valid contract as well as other aspects of contract including capacity to enter a contract, the postal rules, contractual terms implied and express, relevant law relating to discharge of contract, remedies for breach of contract, types of damages recoverable and remoteness of damage. There are 3 different cases interrelated but completely different from each other, Alex & Malcom Malcolm & Alex, Malcom & Cathy and Cathy & Malcom. We identified and discussed the relevant aspects of contract law. A contract is a legally enforceable agreement between persons to do different things” (2007) A contract can be very simple as in the above examples or they can be very complex. The same rules apply for every contract whether it is for €100 or €1 million. A contract can be: • In Writing • Orally • By inference (implied between the parties) In order to get a valid contract we need to know some crucial elements. • Offer – An offer is an expression of willingness to contract on certain terms. It must be made with the intention that it will become binding upon acceptance. There must be no further negotiations or discussions required. • Acceptance – The general rule is that acceptance is not effective until it is communicated to the offeror...
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...but in an age of electronic communications it should be abolished.” Discuss. * With reference to the postal rule, critically assess the way in which literature and history can shed light on a principle of law. * The postal rule may have made a lot of sense at the time it was first articulated but it is not suited to modern forms of communication. Discuss. Intention to create legal relations * “The requirement that parties ‘intend to create legal relations’ is an outdated, unjust and unnecessary element of the law of contract formation.” Discuss. * Explain the test or tests that have been used to distinguish between: (1) an invitation to treat and an offer and (2) a counter offer and a request for further information. * “The law on the requirement of intention to create legal relations involves a rather crude division of agreements into two. More recent cases show a willingness to take a more holistic approach.” Discuss. * “English contract law has too many doctrines chasing too few functions.” Discuss with reference to the requirements of consideration and intention to create legal relations. Consideration + Promissory Estoppel...
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...acceptance of the offer, the intention to enter into a legally binding agreement, consideration and capacity to contract. If any of the five elements are missing from any contract, then it is either void or voidable. Rules of intention to enter into a legally binding agreement, and consideration are two elements which need to be apparent before a contract will be seen as legitimate in front of the law. Consideration is the idea of value in law. It can be a promised action or the omission of an action that the parties to a contract agree upon. Consideration can take the form of money, physical objects, or a forbearance of action. In this example, EC sells the stove and the stereo for Rp 20 million. The consideration from EC is the stove and the stereo and the consideration from Gabriela is the Rp 20 million which is on credit. Consideration alone is not enough to create a legally binding contract; the parties must also have the intention to create legal relations. Rules of intention refer to the final element necessary for a contract. This intention to enter into a legally binding agreement needs to be established because when contracting parties don't consent to the legally binding relationship the contract is not enforceable. Often, the intention to create legal relations is expressly stated by the contracting parties. In other situations, the law will readily imply the intention, because of the nature of the commercial dealings between the parties. Legal capacity of persons refers...
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...pronounced by Court of Appeal in England cited as in [1919] 2 K.B. 571. This case has been authority in itself for the principles set in the case not only in England but also in our country where it is cited in several cases and accepted by Hon’ble Courts. We have discussed this case in detail in several cases discussed later by us. Balfour v. Balfour, three quarters of a century after it was decided, remains a leading case. It features prominently in all contract textbooks . So, basically it is very important to discuss this important whose principles are being propounded until now. The question in the instant case is of contract. Legal intention to form contract and consideration were two important concepts which we used to know before starting brief detail of this case. Indian judiciary has sanctioned the verdict of this case on the point of legal intention in several cases. This case is first time referred in Indian court in the case of Commissioner of incometax, Bihar And Orissa v. Maharajadhiraj Sir Kameshwar Singh i.e. in early 1950s. From that, it has also become an important principle of Indian contract...
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...For a contract to be valid it must have the following characteristics: 1. Offer and acceptance A contract is formed when an offer by one party is accepted by the other party. An offer must be distinguished from mere willingness to deal or negotiate. For example, X offers to make and sell to Y calendars featuring Australian paintings. Before any agreement is reached on size, quality, style or price, Y decides not to continue. At this stage, there is no legally binding contract between X and Y because there is no definite offer for Y to accept until the essential terms of the bargain have been decided. An offer need not be made to a specific person. It may be made to a person, a class of people, or to the whole world. An offer is a definite promise to be bound, provided the terms of the offer are accepted. This means that there must be acceptance of precisely what has been offered. For example, a used car dealer offers to sell B a Holden panel van for $1,000, without a roadworthy certificate. If B decides to buy the Holden panel van, but insists on a roadworthy certificate being provided, then B is not accepting the used car dealer's offer. Rather, B is making a counter offer. It is then up to the used car dealer to accept or reject the counter offer. A person can withdraw the offer that has been proposed before that offer is accepted. For withdrawal to be effective, the person who has proposed the offer must communicate to the other party that the offer has been withdrawn....
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...related to the questions of our assignment. The encouragement & cooperation given are always remarkable. Thank you! Executive Summary Table of contents Table of Contents Acknowledgement. 3 Executive Summary 4 Table of contents 5 Table of Figures 5 Task 01 6 1.1 Essential Elements of a Contractual Document. 6 1.2 Different Types of Contracts in the Business Field 9 1.3 Contractual Terms 10 Task 02. 11 2.1 Postal Rule 11 Reference 12 Table of Figures Figure 1 Employment contract document 8 Task 01 1.1 Essential Elements of a Contractual Document. A valid contract has the following elements. All of are required for a valid contract. 1. A valid offer and acceptance 2. Consideration 3. Legal relationship 4. Capacity of parties to contract 5. Writing and Registration if so required by law An agreement must contain four essential elements to be regarded as a contract. If any one of them is missing, the agreement will not be legally binding. 1. Offer:- There must be a definite, clearly stated offer to do something. An offer will...
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...1.1.2. Consideration 5 1.1.3. Intention to create legal relation 6 1.2: IMPACT OF DIFFERENT TYPES OF CONTRACT 6 1.2.1. Face to Face 6 1.2.2. Written contract 7 1.2.3. Distance Selling 7 1.3. ANALYSIS OF TERM IN CONTRACT 8 1.3.1. Condition 8 1.3.2. Warranty 8 1.3.3. Innominate term 9 1.3.4. Express 9 1.3.5. Implied 10 1.3.6. Exclusion Clauses 10 2.1. APPLICATION OF ELEMENTS OF CONTRACT IN 1ST SCENARIO 10 2.1.1. Agreement. 10 2.1.2. Consideration 11 2.1.3. Intention to create legal relations 11 2.2. APPLICATION OF ELEMENTS OF CONTRACT IN 1ST SCENARIO 11 2.2.1. The law on terms in the case study 1. 11 2.2.2. The law on terms in the case study 2. 13 2.3. EVALUATION OF EFFECT OF DIFFERENT TERMS 14 2.3.1. Condition 14 2.3.2 Warranty 14 2.3.3. Innominate Term 15 REFERENCE 16 TABLE OF FIGURES Figure 1: Composition of an agreement (Komma Naveen Kumar,2011) 5 Figure 2: Types of contract (Business Law,2013) 7 Figure 3: Innominate term 10 Introduction Vietnam JSC Software is a company that specializes in designing software applications for business organizations. The company has derived from applied outsourcing group and e-commerce for the US market in 2000 and it register business in 2003 and continue growth with high speed during recently years. JSC Software is evaluating to be a young company and have a lot of potential to exploit about Internet technology, knowledge and resources to create and manufacture many inventive products...
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...|[pic] |[Home] [Databases] [World Law] [Multidatabase Search] [Help] [Feedback] |[pic] | | |England and Wales Court of Appeal (Civil Division) Decisions | | |[pic] | |You are here: BAILII >> Databases >> England and Wales Court of Appeal (Civil Division) Decisions >> Merritt v Merritt [1970] EWCA Civ 6 (27| |April 1970) | |URL: http://www.bailii.org/ew/cases/EWCA/Civ/1970/6.html | |Cite as: [1970] 1 WLR 1211, [1970] EWCA Civ 6, [1970] WLR 1211, [1970] 2 All ER 760 | |[pic] | [New search] [Buy ICLR report: [1970] 1 WLR 1211] [Help] [pic] JISCBAILII_CASE_CONTRACT | | |Neutral Citation Number: [1970] EWCA Civ 6 | | | |Case No.: ...
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...A Contract is a legal binding with the presence of (Offer, Acceptance, Intention and consideration) four essential elements. Essential Elements are as under; 1. Offer(proposal) It is starting point from where an agreement gets life formally which ultimately may take the shape of a legally binding contract. Offer means the formal expression of intention or willingness of one party to another to do or to refrain from doing an act in order to obtaining the assent of the other party to such act or omission. When one party signifies his willingness to other party in order to take consent of that party regarding any dealing, the party expressing such willingness is said to make an offer and he is called the offeror and the person to whom it is made is called the offeree . So it is clear that, the offer must be communicated to the other party; Offer can be revoked at any time prior to acceptance. In this point we have to keep in mind that some kinds of transactions involve a preliminary negotiation in which one party invite the other to make an offer. Such a stage is called invitation to treat. Such primary negotiations are the way to reach a stage to make an offer. It is now well settled that negotiations to enter into a contract can amount to an invitation to treat but not an offer. 2. Acceptance Once offer has accepted it becomes contract. When the person to whom an offer is made signifies his assent thereto the offer is said to be accepted. Thus the essence of the...
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