The Complexity of Contract Law in the Yumy Chocolate Case

The particular focus of this essay is on how terms are implied. This is central because the courts intervene and impose implied terms when they believe that in addition to the terms the parties have expressly agreed on, other terms must be implied into the contract. Gillies argued that the courts have become more interventionist in protecting the rights of contracting parties thereby encroaching upon the notion of freedom of contract. The doctrine of freedom of contract is a prevailing philosophy which upholds the idea that parties to a contract should be at liberty to agree on their own terms without the interference of the courts or legislature. Implied terms can be viewed as a technique of construction or interpretation of contracts. It has been argued that the courts are interfering too much in their approach to determine and interpret the terms of a contract. The aim of this essay is to explore this argument further and in doing so consider whether freedom of contract is lost due to courts imposing implied terms. The essay will outline how the common law implies terms. The final part of the essay will examine whether Parliament, by means of a statute, or terms implied by custom restrict freedom in a contract. An overall conclusion on the issue will be reached.

Kitto J. verified that whether or not an existing contract is considered to have been rescinded, depends on the intention of the parties involved. When examining the two critical correspondences of 21st March 1952/ June 4th 1952, it was held that no intention by the defendant to discharge the previous 1951 contracts was found; the letters of offer and acceptance did not constitute a new and substituted contract, and hence all conditions of the earlier contracts were to be binding. Assuming that the contracts is of variation, the final substantial issue to be anlaysed was whether the Plaintiff's acceptance of the original contracts was effective for the Defendant to be in breach of its terms.

-the reasoning: the completed contract was mailed before the attempted revocation was received. There was evidence to support it and a binding contract must stand.

The UCC permits the breaching party (subject to some limitations) to “retract” his or her repudiation. This can be done by any method that clearly indicates the party’s intent to perform. Once retraction is made, the rights of the repudiating party under the contract are reinstated. The breaching party cannot retract the repudiation. However, if since the time of the repudiation the other party has canceled or materially changed position or otherwise indicated that the repudiation is final. [UCC 2-611, 2A-403]

Revocation. [7] Whoever makes an offer can revoke it as long as it hasn't yet been accepted. This means that if you make an offer and the other party wants some time to think it through, or makes a counteroffer with changed terms, you can revoke your original offer. Once the other party accepts, however, you'll have a binding agreement. Revocation must happen before acceptance. There are some offers that are irrevocable. The offer must be revoked in the same manner it was given.

if this is done, Wessel can not create a contract by accepting the revoked offer, Gregory. so as long as the contract do not express that how many time or how long Gregory offer Wessel monologue, he still have right to revocation the offer.

In this article, Justine Kirby (2000) analyzes the basic law, section 11 of the Contractual Remedies Act 1979, and acknowledged routines for "exchanging" commitments, and after

Mr Wu made Mr Williams an offer on the 3rd Jan 08, open until the 30th of August. He then wrote to Mr Williams on the 30th March 08 to revoke this offer. However, under article 16 of the CISG, as his offer stipulated a fixed time for acceptance, it was irrevocable, and he could not revoke it. However there is no evidence that Mr Williams accepted this offer, so it is of no real concern to Mr Wu’s current legal woes.

General rule said that every displays of goods is an invitation to treat. Displays of goods is used in business such as supermarket that display the goods without make an offer. For example, Pharmaceutical Society v. Chemist Cash Boots case.

Uniform Commercial Code Article 2 allows for offers without consideration; however, this is not a contract for the sale of goods. Therefore, with this contract consideration would be needed. Common law requires that consideration must be in place for a contract to be considered binding, but it also will allow for an offer to be revoked under promissory estoppel. Promissory estoppel allows for a promise to be revoked if the promisor induces an action to the promissee. The promissee must be substantially relying on the promise by the promisor.

In Williams v Roffey Brothers & Nichols (Contractors) Ltd [1991] 1 QB 1, the defendants were building contractors who entered into a building contract to refurbish a block of flats. The plaintiffs in the case were subcontracted to carry out the work for the sum of £20,000. There was an implied term in the contract that the plaintiff would receive interim payments for the work carried out. The plaintiff received £16,000 for work carried out, which amounted to 80% of the contract price. However, more than 20% of the work remained because the plaintiff had priced the work too low. As a result of realizing the plaintiff’s financial difficulties, and because they were bound by a penalty clause to complete the works on time, the defendants agreed to pay the plaintiff an extra £10,300 to complete the work on time. This figure was divided as £575 per flat to ensure that there were no disruptions to the work. The defendant made only one further payment of £1500 after the plaintiff completed eight more flats. The plaintiff thereafter ceased working and brought an action for the extra money which amounted to £10,847 but the defendants argued that there was no obligation on them to pay the additional £10,300 because the promise to pay the extra money was not supported by sufficient consideration and the plaintiff was already under a pre-existing contractual duty to carry out the works. It

Peters’ offer had been revoked. Since revocation notice can be received either directly or indirectly, Mason, in effect, received the revocation notice when he was told the mower had been sold to Bronson; and therefore, Mason’s acceptance was ineffective, even though the specified time of the oral contract had not expired. Peters’ offer had been revoked prior to Mason’s acceptance. There was no obligation on the part of Peters to keep the offer open, since there was no consideration for him to do so.

While there was consideration to Ken’s terms, Max also showed past consideration to the pre-installation of the KC mascot. Ken’s terms listed that opening hours had to be extended, as well as installing the KC mascot, but the incentive scheme heavily relied on ‘significantly improving sales each year over a three-year period’. Due to Ken’s termination of the incentive scheme, while Max was reaching projected requirements in terms of profit which one would assume would satisfy Ken’s schemes criteria, Max could appeal to the court and argue that he had partly performed the requested act within the unilateral contract that he had accepted. It has been held that within generally that in unilateral contracts it must be accepted ‘a person, who makes an offer susceptible of acceptance of an act, may not revoke that offer after the offeree has embarked upon performance of the act’ . However, an exception is to this rule is the case of Mobil Oil Australia Ltd v Wellcome International Pty Ltd which highlights that there is no universal rule with regard to the revocation of a unilateral contract and that it must be judged case by case basis. Within the Mobil Oil Australia Ltd v Wellcome International Pty Ltd case, argues that offers made in return for performance of an act is, ‘like any other offer revocable at any time’ . This

Furthermore, this advert is recognised as an invitation to treat not an offer. The different distinction between an offer to an invitation to treat, is it is an invitation to enter into negotiations with a view to creating an offer, this is identified in the case (Partridge v Crittenden (1968) 2 ALL ER 421) and (Pharmaceutical Society of Great Britain v Boots [1953] 1 QB 401). Also, one of the main disguising differences that an invitation to treat has compared to an offer, is even if one side accepts there will not be a contract. The reason for this, is because ‘constructing such an advertisement as an offer would mean that the seller might find themselves unable to supply all those who replied to the advertisement ’ (Granger and Sons v Gough [1896] AC 325).

Revocation is always allowed before the offer has been accepted. Otherwise there would be no consideration. Offer for a unilateral contract cannot be revoked if the performance has begun, unless it was clearly stated in the offer that it can be revoked at any time (Luxor (Eastbourne) LTD v Cooper). Revocation of the offer is to be allowed in very exceptional cases (Schweppe and Harper case)